Common use of Supplements and Amendments Clause in Contracts

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

Supplements and Amendments. This Agreement may be amended by the DepositorSponsor, the Trust Paying Agent, Seller and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or Noteholders, the Certificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note InsurerCertificateholder. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment (i) delivers an Opinion of Counsel, at the expense of the party requesting the change, delivered to the Owner Trustee to such effect, or (ii) satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the DepositorSponsor, the Trust Paying Agent, Seller and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes Noteholders evidencing more than 50% of the Outstanding Amount Class Note Balance of the Notes, Outstanding Notes of all of the Holders of Certificates Classes and the Certificateholders evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentTrust, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note InsurerCertificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders Certificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Certificateholders, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent have been met. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

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

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentCertificateholder. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, the Holders consent of the Owners of Certificates evidencing more not less than 50% a majority of the Percentage Interests of evidenced by the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Notes and the Owners of the Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied. Prior to the payment in full of the Senior Notes, this Agreement may be amended upon the request of any Certificateholder to permit the transfer of the Certificates other than in accordance with Section 3.04(g) but otherwise in full compliance with the other transfer restrictions specified herein or on the Certificates, which amendment may include the addition or deletion of any provisions appropriate thereto; provided that the requesting Certificateholder shall have (at its sole expense) supplied the Owner Trustee and the Indenture Trustee with an opinion of nationally recognized counsel to the effect that the execution of such amendment will not result in the recognition by any Holder of a Senior Note of a “taxable event” within the meaning of Section 1001 of the Code or adversely affect any rights or remedies of any Holder of a Senior Note.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement inconsistent with any other provision of 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 Noteholders or the CertificateholdersAgreement; provided provided, however, that such action shall not not, as evidenced by an opinion of Counsel satisfactory to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights Certificateholder; and provided further that an Opinion of the Note Insurer. An amendment described above Counsel shall be deemed furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not to materially adversely affect in the federal or any material respect the interests Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, or any Noteholder or Certificateholder if and (B) will not cause the party requesting Trust to be taxable as a corporation for federal or any Applicable Tax State income or franchise tax purposes. In addition, this Agreement may be amended by the amendment satisfies Depositor and the Owner Trustee, with prior notice to the Rating Agency Condition Agencies, without the consent of any of the Noteholders or the Certificateholders, in connection with the registration of the Certificates under the Securities Act, in order to facilitate such registration, including with respect to such amendment. the modification of the restrictions applicable to the transfer of the Certificates and modification of the legend set forth on the form of the Certificates. (b) This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Owner Trustee and the Owner Delaware Trustee, with the prior written notice to the Rating Agencies, with the consent of the Rating Agencies and with the prior written consent of (i) the Indenture Trustee, to the Note Insurerextent that its rights or obligations would be affected by such amendment, (ii) the Holders (as defined in the Indenture) Noteholders of Notes evidencing more not less than 50% a majority of the Outstanding Amount principal amount of the Notes, Notes Outstanding and (iii) the Holders Certificateholders of Certificates evidencing more not less than 50% a majority of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentAggregate Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (ai) 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 the Home Loans Receivables or distributions that shall be are required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note InsurerCertificateholders, or (bii) reduce the aforesaid percentage of the Outstanding Amount principal amount of the Notes or Outstanding and the Percentage Interests Aggregate Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes Noteholders and Certificateholders affected thereby; and provided further, that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the federal or any Applicable Tax State income or franchise taxation of any outstanding Note Insureror Certificate, or any Noteholder or Certificateholder and in (B) will not cause the case of clause Trust to be taxable as a corporation for federal or any Applicable Tax State income or franchise tax purposes. (bc) without the consent of the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. . (d) It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. . (f) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee Trustees shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise. (g) In connection with the execution of any amendment to this Agreement or any amendment to any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

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

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders Noteholders, the Certificateholder or the Certificateholders or Holder of the Indenture TrusteeRevolving Liquidity Note, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders Noteholders, the Certificateholder or the Certificateholders; provided howeverHolder of the Revolving Liquidity Note, if (a) the Indenture Trustee and Owner Trustee receive an Opinion of Counsel to the effect that such action shall will not adversely affect in any material respect the interests of any Noteholder or Noteholder, the Certificateholder or the rights Holder of the Note Insurer. An Revolving Liquidity Note, or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least 51% of the Outstanding Amount of the affected Class A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or (ii) if the Class A Notes have been paid in full, the Certificateholder, if affected, provided, however, that no such amendment described made pursuant to clause (b) above shall be deemed not to adversely affect (i) increase or reduce in any material respect manner the interests amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholder or the Holder of the Revolving Liquidity Note or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Certificate required to consent to any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment, without the consent of the Holders of all the affected Notes and the Certificate. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Owner Trustee and the Indenture Trustee without the consent of any of the Noteholders, the Certificateholder or the Holder of the Revolving Liquidity Note for purposes of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded (e.g. to allow the deposit of cash therein by the Depositor), changing the remittance schedule for the deposit of collections in the Collection Account or Payahead Account or changing the definition of Eligible Investments, if (a) the Owner Trustee and Indenture Trustee (i) have received from each Rating Agency that has rated any outstanding Class of Notes (excluding ▇▇▇▇▇'▇) of its written confirmation that such amendment will not result in the qualification, withdrawal or modification of the rating then assigned by such Rating Agency to any Class of Notes and (ii) have provided ▇▇▇▇▇'▇ with 10 days prior written notice of such amendment and ▇▇▇▇▇'▇ shall not have notified the Owner Trustee and the Indenture Trustee that such amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any Class of Notes, without the consent of any of the Noteholders, the Certificateholder or the Holder of the Revolving Liquidity Note, or (b) the Indenture Trustee or Owner Trustee, with as the prior written case may be, have received the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, (i) the Holders (as defined in the Indenture) of Notes evidencing more than 50at least 51% of the Outstanding Amount of the NotesClass A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or (ii) after the Class A Notes have been paid in full, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificateholder; provided, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Certificateholder or the Holder of the Revolving Liquidity Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Certificatesaffected Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each the Certificateholder, the Indenture TrusteeHolder of the Revolving Liquidity Note, the Note Insurer Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Certificateholder, the Noteholders, the Holder of the Revolving Liquidity Note or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the each Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or cause the rights of the Note InsurerTrust to be subject to an entity level tax for federal income tax purposes. An amendment described above shall not be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the party Person requesting the amendment satisfies the obtains a letter from each Rating Agency Condition stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Securities. Notwithstanding the preceding sentence, an opinion shall be required with respect to such amendmenttax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice to each Rating Agency, with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more not less than 5066 2/3% of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Certificates evidencing more not less than 5066 2/3% of the Percentage Aggregate Voting Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Voting Interests of the Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities affected thereby; and provided, however, that such action shall not, as evidenced by an Opinion of Counsel, cause the Trust to be subject to an entity level tax for federal income tax purposes. Notwithstanding the foregoing, no provision of Sections 2.03 or 4.01 hereof may be amended in any manner unless (i) 100% of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consented in writing thereto or (iii) the Notes have been paid in full and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesIndenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Operative Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Operative Documents and that all conditions precedent in the Operative Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

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

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice made available by the Administrator to the each Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, Certificateholders subject to the satisfaction of one of the following conditions: (a) the Depositor delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such action shall amendment will not materially and adversely affect in any material respect the interests of any Noteholder the Noteholders (and, if the Certificates are then held by anyone other than the Depositor or Certificateholder or the rights a U.S. Affiliate of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Depositor, the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies Certificateholders); or (b) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendmentaction. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice made available by the Administrator to each Rating Agency, with the consent of the Rating Agencies and with the prior written consent Holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Controlling Class of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Trust Certificates evidencing more not less than 50% a majority of the Certificate Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate percentage interest of any Certificate or delay the timing of, collections Stated Maturity Date of payments on any Note without the Home Loans or distributions that shall be required to be made for the benefit consent of the Noteholders, the Certificateholders or the Holder of such Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Certificate Percentage Interests Interest required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the then-outstanding Notes and Trust Certificates. This Agreement may be amended by the Depositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. 35 (2020-B Amended and Restated Trust Agreement) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture TrusteeTrustee and the Administrator, and the Note Insurer and Administrator shall provide such notice to each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice made available by the Administrator to the each Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, Certificateholders subject to the satisfaction of one of the following conditions: (a) the Depositor delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such action shall amendment will not materially and adversely affect in any material respect the interests of any Noteholder the Noteholders (and, if the Certificates are then held by anyone other than the Depositor or Certificateholder or the rights a U.S. Affiliate of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Depositor, the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies Certificateholders); or (b) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendmentaction. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice made available by the Administrator to each Rating Agency, with the consent of the Rating Agencies and with the prior written consent Holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Controlling Class of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Trust Certificates evidencing more not less than 50% a majority of the Certificate Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate percentage interest of any Certificate or delay the timing of, collections Stated Maturity Date of payments on any Note without the Home Loans or distributions that shall be required to be made for the benefit consent of the Noteholders, the Certificateholders or the Holder of such Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Certificate Percentage Interests Interest required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all then-outstanding Notes and Trust Certificates. This Agreement may be amended by the outstanding CertificatesDepositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture TrusteeTrustee and the Administrator, and the Note Insurer and Administrator shall provide such notice to each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. 35 (2025-D Amended and Restated Trust Agreement) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture Trusteea Swap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholdersa Swap Counterparty; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmenta Swap Counterparty. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes Noteholders evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersNoteholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes Noteholders. This Agreement may also be amended from time to time by the Depositor and the Note InsurerTrustee, and in with prior written notice to the case of clause (b) without Rating Agencies, with the consent of a Swap Counterparty for the Holders purpose of all adding any provisions to, changing in any manner, or eliminating any of the outstanding Certificatesprovisions of this Agreement or modifying in any manner the rights of a Swap Counterparty, if in the Opinion of Counsel such amendment materially adversely affects the interests of a Swap Counterparty. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe holder of the Excess Distribution Certificate, the Indenture Trustee, the Note Insurer a Swap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, or the Indenture Trustee Trustee, or a Swap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and an Officer’s Certificate from the Depositor that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, Security Insurer (so long as no Security Insurer Default shall have occurred and be continuing) and with prior written notice to the each Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentCertificateholder. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of the Rating Agencies Security Insurer (so long as no Security Insurer Default shall have occurred and be continuing) and with the prior written notice to each Rating Agency, with the consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Certificates evidencing more not less than 50% a majority of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders Holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee Security Insurer pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, and the Owner Trustee, with [the prior consent of Sub-Trust Depositor and the Note Insurer, and Delaware Co-trustee,] with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Certificateholders or Holder of the Indenture Trustee, Revolving Liquidity Note,] to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Certificateholders; provided however, Holder of the Revolving Liquidity Note,] if (a) the Indenture Trustee and Owner Trustee receive an Opinion of Counsel to the effect that such action shall will not adversely affect in any material respect the interests of any Noteholder or Noteholder, [the Sub-Trust Beneficiary,] the Certificateholder [or the rights Holder of the Note Insurer. An Revolving Liquidity Note,] or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least 51% of the Outstanding Amount of the affected Class A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or (ii) if the Class A Notes have been paid in full, [the Sub-Trust Beneficiary and] the Certificateholder, if affected, provided, however, that no such amendment described made pursuant to clause (b) above shall be deemed not to adversely affect (i) increase or reduce in any material respect manner the interests amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Holder of the Revolving Liquidity Note] or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Certificate required to consent to any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment, without the consent of the Holders of all the affected Notes, [the Sub-Trust] and the Certificate. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, [the Sub-Trust Depositor] and the Indenture Trustee without the consent of any of the Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Holder of the Revolving Liquidity Note] for purposes of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded (e.g. to allow the deposit of cash therein by the Depositor), changing the remittance schedule for the deposit of collections in the Collection Account or Payahead Account or changing the definition of Eligible Investments, if (a) the Owner Trustee and Indenture Trustee (i) have received from each Rating Agency that has rated any outstanding Class of Notes (excluding ▇▇▇▇▇'▇) of its written confirmation that such amendment will not result in the qualification, withdrawal or modification of the rating then assigned by such Rating Agency to any Class of Notes and (ii) have provided ▇▇▇▇▇'▇ with the 10 days prior written notice of such amendment and ▇▇▇▇▇'▇ shall not have notified the Owner Trustee and the Indenture Trustee that such amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any Class of Notes, without the consent of any of the Rating Agencies and with Noteholders, [the prior written Sub-Trust Beneficiary,] the Certificateholder [or the Holder of the Revolving Liquidity Note,] or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of the Indenture Trustee, the Note Insurer, (i) the Holders (as defined in the Indenture) of Notes evidencing more than 50at least 51% of the Outstanding Amount of the NotesClass A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to TAFR LLC or changing in any manner or eliminating any of their Affiliates) or (ii) after the provisions of this Agreement or of modifying Class A Notes have been paid in any manner full, [the rights of Sub-Trust Beneficiary] and the Noteholders or the CertificateholdersCertificateholder; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, [the Certificateholders Sub-Trust Beneficiary,] the Certificateholder [or the Note Insurer, Holder of the Revolving Liquidity Note] or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Certificatesaffected Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each the Certificateholder, [the Sub-Trust Beneficiary, the Holder of the Revolving Liquidity Note,] the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Certificateholder, [the Sub-Trust Beneficiary,] the Noteholders, [the Holder of the Revolving Liquidity Note] or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. [Neither the Owner Trustee nor the Delaware Co-trustee shall] [The Owner Trustee may, but shall not not] be obligated to, to enter into any such amendment which affects the Owner Trustee's own [or Delaware Co-trustee's]own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Owner Trustee and the Owner Delaware Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but and without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverprovided, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies (ii) the Rating Agency Condition with has been satisfied in respect to of such proposed amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Owner Trustee and the Owner Delaware Trustee, with the prior written consent of notice to the Rating Agencies Agencies, and with the prior written consent of the Indenture TrusteeTrustee and, if the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% interests of the Outstanding Amount Noteholders are materially and adversely affected, with the consent of the Notes, the Holders of Certificates the Notes evidencing more than 50% at least a majority of the Percentage Interests outstanding principal amount of the Trust Interest Controlling Class of Notes, acting together as a single Class but excluding for purposes of such calculation and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentaction all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, no such Certificateholders under this Agreement. No amendment shall otherwise permitted under this Section 11.01 may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of any Noteholders or Certificateholders without the Noteholders, the consent of all Noteholders and Certificateholders or the Note Insureradversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests Certificates which are required to consent to any such amendment, in either case of clause (a) or (b) amendment without the consent of the holders Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of all such proposed amendment. No amendment referred to in clause (x) in the outstanding Notes immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee, the Delaware Trustee and the Note Insurer, Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and in adversely affect the case interest of clause (b) without the any Noteholder or Certificateholder whose consent of the Holders of all the outstanding Certificateswas not obtained. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each the Certificateholder, the Indenture Trustee, Trustee and the Note Insurer Administrator and the Administrator shall provide such notification to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator or an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Neither the Owner Trustee may, but nor the Delaware Trustee shall not be obligated to, to enter into any such amendment which affects the Owner Trustee's ’s or the Delaware Trustee’s, respectively, own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Initial Beneficial Holder and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguityambiguity or defect, to correct or supplement any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. This Agreement may also be amended from time to time by the Initial Beneficial Holder and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and, to the extent affected thereby, the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests [Current Principal Amount] required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Notes and Holders of all outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice made available by the Administrator to the each Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, Certificateholders subject to the satisfaction of one of the following conditions: 34 (2025-C Amended and Restated Trust Agreement) (a) the Depositor delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such action shall amendment will not materially and adversely affect in any material respect the interests of any Noteholder the Noteholders (and, if the Certificates are then held by anyone other than the Depositor or Certificateholder or the rights a U.S. Affiliate of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Depositor, the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies Certificateholders); or (b) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendmentaction. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice made available by the Administrator to each Rating Agency, with the consent of the Rating Agencies and with the prior written consent Holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Controlling Class of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Trust Certificates evidencing more not less than 50% a majority of the Certificate Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate percentage interest of any Certificate or delay the timing of, collections Stated Maturity Date of payments on any Note without the Home Loans or distributions that shall be required to be made for the benefit consent of the Noteholders, the Certificateholders or the Holder of such Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Certificate Percentage Interests Interest required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all then-outstanding Notes and Trust Certificates. This Agreement may be amended by the outstanding CertificatesDepositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture TrusteeTrustee and the Administrator, and the Note Insurer and Administrator shall provide such notice to each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. 35 (2025-C Amended and Restated Trust Agreement) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Trust Agreement may be amended by the Trust Depositor, the Trust Paying AgentCompany, and the Owner Trustee, with the prior consent of the Note Insurer, Majority Noteholders (so long as the Notes are outstanding) and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Majority Certificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement, or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Trust Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that such action shall not not, as evidenced by an Officer’s Certificate of the Servicer, materially adversely affect in any material respect the interests of any Noteholder or Certificateholder or Certificateholder. Notwithstanding anything to the rights of contrary contained herein, this Trust Agreement may be amended by the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Trust Depositor, the interests Trust Company, and the Owner Trustee without the consent of any Noteholder or Certificateholder if to cure any ambiguity or to correct or supplement any provisions in this Trust Agreement in a manner consistent with the party requesting intent of this Trust Agreement and the amendment satisfies the Rating Agency Condition with respect to such amendment. This Transaction Documents. (b) Except as provided in Section 11.01(a) hereof, this Trust Agreement may also be amended from time to time by the Trust Depositor, the Trust Paying AgentCompany, and the Owner Trustee, with the prior written consent of the Rating Agencies Majority Noteholders (so long as the Notes are outstanding) and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentMajority Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersCertificateholders hereunder; provided however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments any amounts received on the Home Loans or distributions that shall be which are required to be made for distributed on any Note or Trust Certificate without the benefit consent of the Noteholders, the Certificateholders Holder of that Note or the Note Insurer, Trust Certificate or (b) reduce the aforesaid percentage of Noteholders and the Outstanding Amount aggregate Percentage Interest of the Notes or the Percentage Interests Certificateholders required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause Trust Certificates. (bc) without the consent of the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, Trustee and the Note Insurer Trust Depositor (who shall promptly forward such notice to any Rating Agency) and each the Trustee shall furnish written notification of the Rating Agencies. substance of such amendment or consent to each Certificateholder and Noteholder. (d) It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section 11.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders or Noteholders provided for in this Trust Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders or Noteholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. State of Delaware. (f) Prior to the execution of any amendment to this Trust Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementTrust Agreement and an officer’s certificate of the Trust Depositor that all conditions precedent to the execution and delivery of such amendment have been met. The Owner Trustee and the Trust Company may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s or the Trust Company’s own rights, duties, duties or immunities under this Trust Agreement or otherwise. Notwithstanding any other provision herein or elsewhere, no provision, amendment, supplement, waiver, or consent of or with respect to any of the Transaction Documents that affects any right, power, authority, duty, benefit, protection, privilege, immunity or indemnity of the Owner Trustee or the Trust Company shall be binding on the Owner Trustee or the Trust Company unless the Owner Trustee and the Trust Company shall have expressly consented thereto in writing. (g) This Trust Agreement may only be amended to the extent that written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters is delivered to the Issuer (with a copy to the Owner Trustee) to the effect that such amendment will not (i) cause the Trust to be treated as an association, publicly traded partnership or taxable mortgage pool, in each case, taxable as a corporation for U.S. federal income tax purposes, (ii) cause the Notes to be deemed to have been sold or exchanged under Section 1001 of the Code or (iii) cause any Notes that were characterized as indebtedness at the time of issuance to be characterized as other than indebtedness.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions provision in this Agreement, Agreement or for the purpose of adding any provisions provision 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 Noteholders or the Certificateholders; provided however, such action shall . Such amendments require: (i) satisfaction of the Rating Agency Condition and (ii) an Officer’s Certificate of the Depositor stating that the amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentCertificateholder. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than at least 50% of the Outstanding Amount of the NotesControlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely, (ii) an Officer’s Certificate to that effect is delivered to the Holders Indenture Trustee and the Owner Trustee by the Depositor and (iii) satisfaction of Certificates the Rating Agency Condition) and the consent of the Certificateholders evidencing more not less than a 50% of the Percentage Interests Interest of the Trust Interest Certificates (unless (i) the interests of the Certificateholders are not affected materially and if adversely and (ii) an Officer’s Certificate to that effect is delivered to the party requesting such amendment satisfies Owner Trustee by the Rating Agency Condition with respect to such amendmentDepositor), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Controlling Securities and the Percentage Interests Interest in the Trust Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesCertificates affected thereby. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Administrator and the Administrator shall furnish such notice to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, or immunities under this Agreement or otherwise.substance

Supplements and Amendments. This (a) Any term or provision of this Agreement may be amended by the DepositorTransferor, without the consent of the Indenture Trustee, any Noteholder, the Trust Paying AgentAdministrator, and the Issuer or the Owner Trustee; provided that (i) any amendment that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Outstanding Notes, with voting as a single class, and (ii) any amendment that materially and adversely affects the interests of the Administrator, the Certificateholders, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment. The consent of the Administrator or the Certificateholders shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. (b) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note Insurerwithout the consent of the Holder of such Note, and with prior written notice or (ii) reduce the percentage of the aggregate outstanding principal amount of the Outstanding Notes, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the aggregate outstanding principal amount of the Outstanding Notes which were required to consent to such matter before giving effect to such amendment. (c) Notwithstanding anything herein to the Rating Agenciescontrary, but any term or provision of this Agreement may be amended by the parties hereto without the consent of any of the Noteholders or the Certificateholders any other Person to add, modify or the Indenture Trustee, to cure any ambiguity, to correct or supplement eliminate any provisions as may be necessary or advisable in this Agreement, order to comply with or for obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the purpose of adding future in effect); it being a condition to any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies that the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders shall have been satisfied. (as defined in the Indentured) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, or the Indenture Trustee 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 Certificateholders provided for in this Agreement or in any other Basic Documente) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or Agreement, the Certificate Transferor shall provide each Rating Agency with written notice of Trustthe substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Transferor 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 Agreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Seller and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguityambiguity or defect, to correct or supplement any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and, to the extent affected thereby, the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests [Current Principal Amount] required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Notes and Holders of all outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of the Note Insurer, Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Insurer and the Owner Trustee which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time, with the prior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersCertificateholder; provided provided, however, such action shall not adversely affect in any material respect that subject to the interests of any Noteholder or Certificateholder or the express rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Insurer under the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverBasic Documents, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note Insurer, Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesNotes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each the Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of CertificateholdersCertificateholder, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel (which shall also be delivered to the Insurer) stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended in any way by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of affected Certificateholder and the Noteholders or the Certificateholders or the Indenture TrusteeCredit Enhancer, to cure any ambiguity, to correct or supplement any 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 or the Certificateholders; provided however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder but only if the party requesting the amendment satisfies the Rating Agency Condition is satisfied and the amendment would not cause any adverse tax event for any Noteholder. In addition, if the Owner Indenture Trustee has been provided an Opinion of Counsel to the effect that such action is necessary or helpful to, as applicable, maintain such qualification, avoid or minimize the risk of the imposition of such a tax, or comply with respect to any such amendment. This requirements of the Code, then this Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of the Rating Agencies and with Credit Enhancer but without the prior written consent of the Indenture Trusteeany Certificateholder, (1) to modify, the Note Insurereliminate, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect or add to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner to the rights extent appropriate to maintain the qualification of the Noteholders Trust as a REMIC under the Code, (2) to avoid or minimize the Certificateholders; provided however, no such amendment shall (a) increase or reduce in risk of the imposition of any manner the amount of, or accelerate or delay the timing of, collections of payments tax on the Home Loans or distributions Trust pursuant to the Code that shall would be required to be made for a claim against the benefit Trust at any time before the final redemption of the NoteholdersCertificates, the Certificateholders or the Note Insurer, or or (b3) reduce the aforesaid percentage to comply with any other requirements of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesCode. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification a copy of the substance of such amendment or consent to each Certificateholderthe Certificateholders, the Credit Enhancer, the Indenture Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribeAgency. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the its filing of such amendment with the Secretary of State. Prior to State of the execution State of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementDelaware. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, rights or immunities obligations under this Agreement or otherwise. Notwithstanding any contrary provision of this Agreement, the Owner Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel to the effect that the amendment will not cause the imposition of any tax on any REMIC or the Certificateholders or cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding. In connection with the execution of any amendment to this Agreement, the Certificate of Trust, or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that the amendment is authorized or permitted by this Agreement and the Transaction Documents. (b) Notwithstanding anything to the contrary in this Agreement, before the issuance of the Notes the Certificateholders may amend this Agreement without the consent of any other party. Promptly after the execution of any amendment pursuant to this paragraph, the Certificateholders shall furnish a copy of the amendment to the Owner Trustee and the Credit Enhancer.

Supplements and Amendments. This Agreement may be amended by the DepositorSponsor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or Noteholders, the Certificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect the interests of any Noteholder or Noteholder, Certificateholder or the rights Swap Provider (unless the consent of the Note InsurerSwap Provider is obtained). An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment (i) delivers an Opinion of Counsel, at the expense of the party requesting the change, delivered to the Owner Trustee to such effect, or (ii) satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the DepositorSponsor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes Noteholders evidencing more than 50% of the Outstanding Amount Class Note Balance of the Notes, Outstanding Notes of all of the Holders of Certificates Classes affected thereby and the Certificateholders evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentIssuer, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note InsurerCertificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes affected thereby and the Note Insurer, and in the case of clause (b) without the consent of the Holders Certificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Certificateholders, the Indenture Trustee, the Note Insurer Swap Provider and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent have been met. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Company and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests interest of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentCertificateholder. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Company and the Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more not less than 50% a majority of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Underlying Securities or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying AgentHFC, and the Owner Trustee, with the prior consent of Delaware Trustee and the Note Insurer, and Co-Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee, but without the consent of any of the Noteholders or Noteholders, the Certificateholders Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersTransferor; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note InsurerTransferor. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder the Transferor if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying AgentHFC, and the Owner Trustee, the Delaware Trustee and the Co-Trustee with the prior written consent of the Rating Agencies and with the prior written consent of Agencies, the Indenture Trustee, the Note Insurer, Majority Noteholder and the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentTransferor, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersTransferor; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Equity Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note Insurer, Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes Notes; and provided further, that no such amendment will be effective unless such action will not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the Note Insurer, and interests of any Noteholders. The Depositor shall join in any such amendment approved as provided in the case preceding sentence so long as such amendment is not adverse to the interests of clause (b) the Depositor. Anything to the contrary herein notwithstanding, no amendment to this Agreement may be made that affects the rights and liabilities of the Delaware Trustee without the written consent of the Holders of all the outstanding CertificatesDelaware Trustee. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the Noteholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Delaware Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, each of the Owner Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee and the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the DepositorSeller, the Trust Paying Agent, Company and the Owner Eligible Lender Trustee, with the prior written consent of the Note Insurer, Swap Counterparty and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersNoteholders; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentNoteholder. This Agreement may also be amended from time to time by the DepositorSeller, the Trust Paying Agent, Company and the Owner Eligible Lender Trustee, with the prior written consent of the Rating Agencies Swap Counterparty and with the prior written notice to the Rating Agencies, with the consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Noteholders of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersNoteholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests and required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesNoteholders. Promptly after the execution of any such amendment or consent, the Owner The Eligible Lender Trustee shall furnish 10 Business Days' prior written notification of the substance of any such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating AgenciesAgencies and the Swap Counterparty. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. The Eligible Lender Trustee shall furnish the Rating Agencies and the Swap Counterparty with ten Business Days' prior written notice of any amendment to the Certificate of Trust. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Transferor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but Trustee without the consent of any of the Noteholders or the Certificateholders or the Indenture Trustee, Securityholders to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, add any other provisions in 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 Agreement that are not inconsistent with the provisions of this Agreement or of modifying add or amend any provision herein in any manner the rights connection with permitting transfers of the Noteholders or the CertificateholdersTrust Certificates; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, materially adversely affect in any material respect the interests of any Noteholder Holder of a 2004-A SUBI Certificate (which, so long as any Notes are outstanding, shall include the Indenture Trustee) or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. Securityholder. (b) This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Transferor and the Owner Trustee, with the prior written consent of notice to the Rating Agencies and subject to the satisfaction of the Rating Agency Condition, with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount Noteholders holding a Majority Interest of the Notes, voting as a single class, and to the Holders extent affected thereby, the consent of Certificates evidencing more Trust Certificateholders holding not less than 50% of the Percentage Interests a Majority Interest of the Trust Interest Certificates (which for this purpose shall include Trust Certificates owned by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmenttheir respective Affiliates), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Trust Certificateholders; provided . No such amendment shall, however, no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans or distributions that shall be are required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of on the Notes or the Percentage Interests Trust Certificates or (ii) reduce the percentage of the Certificate Balance or the Outstanding Amount required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of 100% of all outstanding Trust Certificates (including Trust Certificates owned by the outstanding Notes Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), and provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Note InsurerOwner Trustee to the effect that such amendment shall not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Trust or the 2004-A SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. This Agreement may also be amended or supplemented from time to time, at the request of the holders of no less than 66 2/3% of all outstanding Trust Certificates (including Trust Certificates owned by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), to approve any trust purpose with respect to the Trust in addition to the purpose authorized pursuant to Section 2.03(b), upon not less that 90 days notice to each Rating Agency and each Noteholder and subject to each of (1) the prior written notice to each Rating Agency of such action, and in the case of clause (b2) without the consent of the Holders holders of at least 66 2/3% of all outstanding Notes (including such Notes, if any, owned by the outstanding Certificates. Promptly after Trust, the execution Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), and provided, further that an Opinion of any such amendment or consent, Counsel shall be furnished to the Indenture Trustee and the Owner Trustee shall furnish written notification of to the substance of effect that such amendment NALT 2004-A Amended and Restated Trust Agreement or consent supplement shall not affect the treatment of any outstanding Notes for federal income tax purposes, or cause the Trust or the 2004-A SUBI Certificate to each Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating Agenciesbe classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. It shall not be necessary for the consent of Trust Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Trust Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Trust Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after . (c) Notwithstanding Section 12.01(b), this Agreement may be amended at any time by the execution of any amendment parties hereto to the Certificate extent reasonably necessary to assure that none of the Titling Trust, the Owner Trustee shall cause Trust or the filing of such amendment with the Secretary of State. Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trustany other Basic Document, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and the other Basic Documents and that all conditions precedent herein and in the other Basic Documents to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise. (e) The Owner Trustee shall give the Trust Certificateholders 30 days' written notice of any proposed amendment or supplement hereto, unless the Owner Trustee is furnished an Opinion of Counsel to the effect that such amendment or supplement does not materially adversely affect the Trust Certificateholders or if Noteholders consent is required and this Agreement provides that the Owner Trustee shall not enter into such amendment unless a majority of the Certificate Balance of Trust Certificateholders consent in writing.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement inconsistent with any other provision of 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 Noteholders or the CertificateholdersAgreement; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel satisfactory to the Owner Trustee and the Indenture Trustee adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights and provided further that an Opinion of the Note Insurer. An amendment described above Counsel shall be deemed furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not to materially adversely affect in the Federal or any material respect the interests Applicable Tax State income or franchise taxation of any Noteholder outstanding Note or Certificateholder if Certificate, or any Holder thereof and (B) will not cause the party requesting the amendment satisfies the Rating Agency Condition with respect Trust to such amendment. be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. (b) This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more not less than 50% a majority of the Outstanding Amount aggregate principal amount of the then outstanding Notes, voting as a group, and the consent of the Holders of Certificates evidencing more not less than 50% a majority of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (ai) 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 the Home Loans Receivables or distributions that shall be are required to be made for the benefit of the Noteholderson any Note or Certificate, the Certificateholders or the change any Note InsurerInterest Rate, or (bii) reduce the aforesaid percentage of the Outstanding Amount principal amount of the then outstanding Notes or and the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and Certificates affected thereby or (iii) adversely affect the Note Insurer, and in ratings of any Class of Notes by the case of clause (b) Rating Agencies without the consent consent, respectively, of holders of Notes evidencing not less than 66 2/3% of the Holders aggregate principal amount of all the then outstanding Certificates. Notes of such Class or (iv) amend the activities of the Trust as permitted in Section 2.3; and provided further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) 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 (B) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. (c) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. . (d) It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. . (f) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise. (g) Prior to the execution of any amendment to this Trust Agreement or any amendment to any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel, a copy of which will be sent to the Rating Agencies, to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Company and the Owner Trustee, with the prior consent of the Note Securities Insurer, and with prior written notice to the Rating AgenciesAgencies and the Securities Insurer, but without the consent of any of the Noteholders or the Certificateholders Owners or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided Owners provided, however, that such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder Owner or the rights of the Note Securities Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder Owner if (i) an opinion of counsel is obtained to such effect, and (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Company and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Securities Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of Percentage Interests in the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of in the Trust Interest Certificates and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentMajority Residual Interestholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersOwners; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or Securities Insurer (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Class Notional Balance of the Certificates or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and Certificates and the Note Securities Insurer, and in the case of clause (b) without the consent of the Holders holders of all the outstanding CertificatesResidual Interest Instruments. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Securities Insurer and each of the Rating Agencies. It shall not be necessary for the consent of CertificateholdersOwners, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, or immunities under this Agreement or otherwise.The

Supplements and Amendments. This Agreement may be amended from time to time, by the Depositor, the Trust Paying Agent, a written amendment duly executed and the delivered by Transferor and Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, or however, that such amendment will not, as evidenced by an Officer’s Certificate of Transferor addressed and delivered to Owner Trustee and Indenture Trustee, materially and adversely affect the interest of any Noteholder. In addition, this Agreement may be amended from time to time, by a written amendment duly executed and delivered by Transferor and Owner Trustee, without the consent of any of the Noteholders, and upon satisfaction of the Rating Agency Condition, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersNoteholders; provided provided, however, that such action shall amendment will not (a) as evidenced by an Officer’s Certificate of Transferor addressed and delivered to Owner Trustee and Indenture Trustee, materially and adversely affect in any material respect the interests interest of any Noteholder and (b) as evidenced by an Opinion of Counsel addressed and delivered to Owner Trustee and Indenture Trustee, cause the Trust to be classified as an association (or Certificateholder or a publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, further, that Section 2.03 of this Agreement may be amended only with the rights consent of the Note InsurerHolders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes. An amendment described above shall Additionally, notwithstanding the preceding sentence, this Agreement will be deemed not amended by Transferor and Owner Trustee without the consent of Indenture Trustee or any of the Noteholders to adversely affect add, modify or eliminate such provisions as may be necessary or advisable in any material respect order to enable all or a portion of the interests Trust to avoid the imposition of any Noteholder state or Certificateholder if local income or franchise taxes imposed on the party requesting Trust’s property or its income; provided, however, that (A) Transferor delivers to Indenture Trustee and Owner Trustee an Officer’s Certificate to the amendment satisfies effect that the proposed amendments meet the requirements set forth in this subsection, (B) the Rating Agency Condition shall have been satisfied with respect to such amendmentamendment and (C) such amendment does not affect the rights, benefits, protections, privileges, immunities, duties or obligations of Owner Trustee hereunder. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, a written amendment duly executed and the delivered by Transferor and Owner Trustee, with the prior written consent of the Rating Agencies Indenture Trustee and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 5066 2⁄3% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Noteholders; provided, however, that without the Certificateholders; provided howeverconsent of all Noteholders, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans or distributions that shall be are required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Notes, the Percentage Interests Holders of which are required to consent to any such amendment; provided, in either case further that such amendment will not, as evidenced by an Opinion of clause Counsel addressed and delivered to Owner Trustee and Indenture Trustee, cause the Trust to be classified as an association (aor a publicly traded partnership) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Certificatestaxable as a corporation for federal income tax purposes. Promptly after the execution of any such amendment or consent, the Owner Trustee Transferor shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, or the Indenture Trustee Noteholders pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive receive, and rely upon shall be fully protected in relying upon, an Opinion Officer’s Certificate of Counsel stating Transferor to the effect that the execution of such conditions to amendment is authorized or permitted by this Agreementhave been satisfied. The Owner Trustee may, but shall not be obligated to, enter into into, and unless it has consented thereto in writing shall not be bound by, any such amendment which affects the Owner Trustee's ’s own rights, duties, benefits, protections, privileges or immunities (as such or in its individual capacity) under this Agreement or otherwise.

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

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Administrator and the Owner Trustee, with the prior written consent of the Note Insurer, Security Insurer (so long as an Insurer Default will not have occurred and be continuing) and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement; provided, however, that such action will not, as evidenced by an Opinion of Counsel which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time, with the prior written consent of the Security Insurer (so long as an Insurer Default will not have occurred and be continuing), by the Depositor, the Administrator and the Owner Trustee, with prior written notice to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Majority Certificateholders (which consent of any Certificateholder or Noteholder given pursuant to this Section 10.1(b) or pursuant to any other provision of this Agreement will be conclusive and binding on such Certificateholder or Noteholder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect that, subject to the interests of any Noteholder or Certificateholder or the express rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Security Insurer under the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverBasic Documents, no such amendment shall will (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall will be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and aforesaid percentage of the Percentage Interests Certificateholders required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Notes and Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall will furnish written notification of the substance of such amendment or consent to each Certificateholderthe Certificateholders, the Indenture Trustee, the Note Security Insurer and each of the Rating Agencies. It shall will not be necessary for the consent of the Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section 10.1(b) to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall will approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall will be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall will cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall will be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall will not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersCertificateholder; provided howeverPROVIDED, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the DepositorHOWEVER, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note Insurer, Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesNotes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each the Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of CertificateholdersCertificateholder, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Trust Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Eligible Lender Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders holder of the Notes or the Certificateholders or holder of the Indenture TrusteeTrust Certificate, but (provided that no Securities Insurer Default has occurred and is continuing) with the consent of the Securities Insurer (which consent will not be unreasonably withheld), to cure any ambiguity, to correct or supplement any provisions in this Agreement, Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Trust Agreement or of modifying in any manner the rights of the Noteholders holders of the Notes or the Certificateholdersholder of the Trust Certificate; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder holder of any Class of Notes or Certificateholder holder of the Trust Certificate, the Securities Insurer or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentSwap Counterparty. This Trust Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Eligible Lender Trustee, with the prior written notice to the Rating Agencies, (i) with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes Noteholders evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, (ii) with the Holders of Certificates evidencing more than 50% consent of the Percentage Interests holder of the Trust Interest Certificate, and if (iii) with the party requesting such amendment satisfies consent of the Rating Agency Condition with respect to such amendmentSecurities Insurer (provided that no Securities Insurer Default has occurred and is continuing), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Noteholders holders of any Class of Notes or the Certificateholdersholder of the Trust Certificate; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders holders of any Class of Notes or the Note Insurer, holder of the Trust Certificate or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes Noteholders and the Note Insurer, and in the case of clause (b) without the consent holder of the Holders of all the outstanding CertificatesTrust Certificate. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe holder of the Trust Certificate, the Indenture Trustee, the Note Insurer Securities Insurer, the Swap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe holder of the Trust Certificate, the Noteholdersholder of any class of Notes, the Securities Insurer or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders the holder of the Trust Certificate and the Securities Insurer provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders holder of the Trust Certificate shall be subject to such reasonable requirements as the Owner Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustTrust Agreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Trust Agreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee's own rights, duties, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Company and the Owner Trustee, [with the prior consent of the Note Insurer, and Securities Insurer and] with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders Owners or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverOwners PROVIDED, HOWEVER, that such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or Owner, or, without its consent, the rights of the Note InsurerPaying Agent. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder Owner if (i) an opinion of counsel is obtained to such effect, and (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Company and the Owner Trustee, with the prior written consent of the Rating Agencies Agencies, the Securities Insurer and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the NotesNotes and the Majority Residual Interestholders, and if affected thereby, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentPaying Agent, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersOwners; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note InsurerNotes, and in the case of clause (b) without the consent of the Holders holders of all the outstanding Residual Interest Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee[, the Note Insurer Securities Insurer] and each of the Rating Agencies. It shall not be necessary for the consent of CertificateholdersOwners, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Grantor Trust Agreement may be amended from time to time by a written amendment duly executed and delivered by the Depositor, the Grantor Trust Paying Agent, Seller and the Owner Grantor Trust Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any Noteholder, any Certificateholder, any Grantor Trust Certificateholder or any other Person, including to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code; provided, however, that (i) any such amendment shall not, as evidenced by an Opinion of Counsel to the Depositor delivered to the Indenture Trustee and Grantor Trust Trustee, adversely affect in any material respect the interests of the Noteholders or (ii) the Certificateholders or 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 Grantor Trust Agreement may be amended from time to time by the Grantor Trust Seller and the Grantor Trust Trustee, to cure any ambiguitywith the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than 51% of the Note Balance or, to correct or supplement any provisions if the Notes have been paid in this Agreementfull, or the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest, for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Grantor Trust Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that no such amendment shall may: (ai) 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 or in respect of the Home Loans Receivables or distributions that shall be are required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note InsurerCertificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to change any such amendmentNote Rate, in either case of clause (a) or (b) without the consent of all Noteholders and Certificateholders adversely affected by such amendment; (ii) reduce the holders percentage of the Note Balance or the percentage of the aggregate Certificate Percentage Interest the consent of the Holders of which is required for any amendment to this Grantor Trust Agreement without the consent of all the outstanding Noteholders and Certificateholders adversely affected by the amendment; or (iii) adversely affect the rating assigned by any Rating Agency to any Class of Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders (as defined in the Indenture) of all Notes evidencing not less than 66 2/3% of the aggregate principal amount of the then outstanding Certificates. Notes of such Class. (c) Any term or provision of this Grantor Trust Agreement may also be amended from time to time by the Grantor Trust Seller and the Grantor Trust Trustee for the purpose of conforming the terms of this Grantor Trust 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 Grantor Trust Certificates without the consent of the Indenture Trustee, any Noteholder, any Certificateholder, any Grantor Trust Certificateholder or any other Person; provided, however, that the Grantor Trust Seller (or the Administrator on its behalf) shall provide written notification of the substance of such amendment to the Grantor Trust Trustee and the Grantor Trust. (d) Prior to the execution of any amendment or consent pursuant to Section 11.1, the Grantor Trust Seller (or the Administrator on its behalf) shall provide written notification of the substance of such amendment or consent to each Rating Agency. (e) Promptly after the execution of any such amendment or consent, the Owner Trustee Grantor Trust Seller (or the Administrator on its behalf) shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. . (f) It shall not be necessary for the consent of Certificateholders, the Noteholders, Grantor Trust Certificateholders or the Indenture Trustee Noteholders pursuant to this Section 11.1(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 Grantor Trust Certificateholders provided for in this Grantor Trust Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Grantor Trust Certificateholders shall be subject to such reasonable requirements as the Owner Grantor Trust Trustee may prescribe. . (g) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Grantor Trust Trustee shall cause the filing of file such amendment or cause such amendment to be filed with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. . (h) The Owner Grantor Trust Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Grantor Trust Trustee's ’s own rights, duties, liabilities or immunities under this Grantor Trust Agreement or otherwise. (i) Prior to the execution of any amendment to this Grantor Trust Agreement or any amendment to any other agreement to which the Grantor Trust is a party, the Grantor Trust Trustee shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel or an Officer’s Certificate of the Grantor Trust Seller stating that the execution of such amendment is authorized or permitted by this Grantor Trust Agreement and that all conditions precedent in this Grantor Trust Agreement to the execution and delivery of such amendment have been satisfied. (j) [Notwithstanding subsections (a) and (b) of this Section 11.1, this Agreement may only be amended by the Grantor Trust Seller and the Grantor Trust Trustee at the direction of the Administrator if (i) the Certificateholders evidencing not less than 51% of the aggregate Certificate Percentage Interests, or, if 100% of the aggregate Certificate Percentage Interests is then beneficially owned by CarMax Funding and/or its Affiliates, such Person (or Persons) consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Depositor or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders.] (k) Notwithstanding anything herein to the contrary, no amendment shall be made to this Agreement that would cause the Trust or the Grantor Trust (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 Trust or the Grantor Trust 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 for United States federal income tax purposes.

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

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice made available by the Administrator to the each Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, Certificateholders subject to the satisfaction of one of the following conditions: (a) the Depositor delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such action shall amendment will not materially and adversely affect in any material respect the interests of any Noteholder the Noteholders (and, if the Certificates are then held by anyone other than the Depositor or Certificateholder or the rights a U.S. Affiliate of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Depositor, the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies Certificateholders); or (b) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendmentaction. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice made available by the Administrator to each Rating Agency, with the consent of the Rating Agencies and with the prior written consent Holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Controlling Class of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Trust Certificates evidencing more not less than 50% a majority of the Certificate Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate percentage interest of any Certificate or delay the timing of, collections Stated Maturity Date of payments on any Note without the Home Loans or distributions that shall be required to be made for the benefit consent of the Noteholders, the Certificateholders or the Holder of such Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Certificate Percentage Interests Interest required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all then-outstanding Notes and Trust Certificates. This Agreement may be amended by the outstanding CertificatesDepositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture TrusteeTrustee and the Administrator, and the Note Insurer and Administrator shall provide such notice to each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. 35 (2016-B Amended and Restated Trust Agreement) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Company and the Owner Trustee, with the prior consent of the Note Insurer, and Trustee with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders Owners or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided Owners provided, however, that such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note InsurerOwner. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder Owner if (i) an opinion of counsel is obtained to such effect, and (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Company and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of Percentage Interests in the Notes, Notes and the Holders of Certificates evidencing more than 50% of the Percentage Interests of in the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersOwners; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note Insurer, Securityholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insureror Trust Securities, and in the case of clause (b) without the consent of the Holders of all the outstanding Certificatesas applicable. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of CertificateholdersOwners, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders Owners provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders Securityholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, or immunities under this Agreement or otherwise.

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

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or any Certificateholder. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the Notes (excluding for such purpose Notes owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless at such time all Notes are then owned by the Issuer, the Seller, the Servicer or any of their Affiliates) or if all of the Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (excluding for such purpose Certificates owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless at such time all Certificates are then owned by the Issuer, the Seller, the Servicer or any of their Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding affected Notes and Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. Notwithstanding anything contained herein to the contrary, upon receipt of notice from the Indenture Trustee, the Owner Trustee shall notify each Certificateholder of any proposed amendment or supplement to Section 10.01(a)(2) of the Sale and Servicing Agreement. If such proposed amendment or supplement would materially and adversely affect any of the rights or obligations of any Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent. Upon receipt of the consent, or deemed consent, of each Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

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

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice made available by the Administrator to the each Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, Certificateholders subject to the satisfaction of one of the following conditions: (a) the Depositor delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such action shall amendment will not materially and adversely affect in any material respect the interests of any Noteholder the Noteholders (and, if the Certificates are then held by anyone other than the Depositor or Certificateholder or the rights a U.S. Affiliate of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Depositor, the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies Certificateholders); or (b) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendmentaction. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice made available by the Administrator to each Rating Agency, with the consent of the Rating Agencies and with the prior written consent Holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Controlling Class of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Trust Certificates evidencing more not less than 50% a majority of the Certificate Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate percentage interest of any Certificate or delay the timing of, collections Stated Maturity Date of payments on any Note without the Home Loans or distributions that shall be required to be made for the benefit consent of the Noteholders, the Certificateholders or the Holder of such Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Certificate Percentage Interests Interest required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the then-outstanding Notes and Trust Certificates. This Agreement may be amended by the Depositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. 35 (2017-B Amended and Restated Trust Agreement) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture TrusteeTrustee and the Administrator, and the Note Insurer and Administrator shall provide such notice to each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement inconsistent with any other provision of 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 Noteholders or the CertificateholdersAgreement; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel satisfactory to the Owner Trustee and the Indenture Trustee adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights Certificateholder; and provided further that an Opinion of the Note Insurer. An amendment described above Counsel shall be deemed furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not to materially adversely affect in the federal or any material respect the interests Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, or any Noteholder or Certificateholder if and (B) will not cause the party requesting the amendment satisfies the Rating Agency Condition with respect Trust to such amendment. be taxable as a corporation for federal or any Applicable Tax State income or franchise tax purposes. (b) This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of (i) the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Noteholders of Notes evidencing more not less than 50% a majority of the Outstanding Amount principal amount of the Notes, Notes Outstanding and (ii) the Holders Certificateholders of Certificates evidencing more not less than 50% a majority of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (ai) 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 the Home Loans Receivables or distributions that shall be are required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note InsurerCertificateholders, or (bii) reduce the aforesaid percentage of the Outstanding Amount principal amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes Outstanding and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, or immunities under this Agreement or otherwise.Bal-

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Administrator and the Owner Trustee, with the prior consent of the Note Certificateholders and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer, ) and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersCertificateholders or to add, delete or amend any provisions to the extent necessary or desirable to comply with any requirements imposed by the Code and the REMIC Provisions; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder any holder of a Certificate or adversely affect the rights tax status of the Note InsurerREMICs created by this Agreement. An amendment described above shall not be deemed not to adversely affect in any material respect the interests of any Noteholder or any Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the party Person requesting the amendment satisfies the obtains a letter from each Rating Agency Condition stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an Opinion of Counsel shall be required with respect to such amendmenttax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Depositor, the Trust Paying AgentAdministrator, the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) holders of Notes evidencing more than 50662/3% of the Outstanding Amount Balance of the Notes, and the Holders of Certificates evidencing more than 50% consent of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholdersany holder; provided provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Collateral or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or to waive the Percentage Interests required requirement for the holders to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders Certificateholders of all the outstanding Notes, the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) and the Note InsurerCertificateholders. Notwithstanding the foregoing, and no provision of Sections 2.03 or 5.06 hereof may be amended in the case of clause any manner unless (bi) without the consent 100% of the Holders Outstanding Balance of all the outstanding CertificatesNoteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee Administrator shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Certificateholders, the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer), the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment which affects the Owner Trustee's ’s or Administrator’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of the Note Insurer, Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time, with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersCertificateholder; provided provided, however, such action shall not adversely affect in any material respect that subject to the interests of any Noteholder or Certificateholder or the express rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Security Insurer under the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverBasic Documents, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note Insurer, Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesNotes and the Certificateholder. Back to Contents Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each the Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of CertificateholdersCertificateholder, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the DepositorSeller, the Trust Paying Agent, Company and the Owner Eligible Lender Trustee, with the prior written consent of the Note Insurer, any Swap Counterparties and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersNoteholders; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentNoteholder. This Agreement may also be amended from time to time by the DepositorSeller, the Trust Paying Agent, Company and the Owner Eligible Lender Trustee, with the prior written consent of any Swap Counterparties and with prior written notice to the Rating Agencies and Agencies, with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Noteholders of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersNoteholders; provided provided, however, that no such amendment shall shall: (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests and required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesNoteholders. Promptly after the execution of any such amendment or consent, the Owner The Eligible Lender Trustee shall furnish [ ] Business Days' prior written notification of the substance of any such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating AgenciesAgencies and any Swap Counterparties. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. The Eligible Lender Trustee shall furnish the Rating Agencies and any Swap Counterparties with [ ] Business Days' prior written notice of any amendment to the Certificate of Trust. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the DepositorSeller, the Trust Paying Agent, Company and the Owner Eligible Lender Trustee, with the prior written consent of the Note Insurer, any Swap Counterparties and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersNoteholders; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentNoteholder. This Agreement may also be amended from time to time by the DepositorSeller, the Trust Paying Agent, Company and the Owner Eligible Lender Trustee, with the prior written consent of any Swap Counterparties and with prior written notice to the Rating Agencies and Agencies, with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Noteholders of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersNoteholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests and required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesNoteholders. Promptly after the execution of any such amendment or consent, the Owner The Eligible Lender Trustee shall furnish 10 Business Days' prior written notification of the substance of any such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating AgenciesAgencies and any Swap Counterparties. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. The Eligible Lender Trustee shall furnish the Rating Agencies and any Swap Counterparties with ten Business Days' prior written notice of any amendment to the Certificate of Trust. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice made available by the Administrator to the each Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, Certificateholders subject to the satisfaction of one of the following conditions: (a) the Depositor delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such action shall amendment will not materially and adversely affect in any material respect the interests of any Noteholder the Noteholders (and, if the Certificates are then held by anyone other than the Depositor or Certificateholder or the rights a U.S. Affiliate of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Depositor, the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies Certificateholders); or (b) the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such amendmentaction. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice made available by the Administrator to each Rating Agency, with the consent of the Rating Agencies and with the prior written consent Holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Controlling Class of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Trust Certificates evidencing more not less than 50% a majority of the Certificate Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate Certificate or delay the timing of, collections Stated Maturity Date of payments on any Note without the Home Loans or distributions that shall be required to be made for the benefit consent of the Noteholders, the Certificateholders or the Holder of such Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Certificate Percentage Interests Interest required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all then-outstanding Notes and Trust Certificates. This Agreement may be amended by the outstanding CertificatesDepositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture TrusteeTrustee and the Administrator, and the Note Insurer and Administrator shall provide such notice to each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions provision in this Agreement, Agreement or for the purpose of adding any provisions provision 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 Noteholders or the Certificateholders; provided however, such action shall . Such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Depositor stating that the amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentCertificateholder. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% at least a majority of the Outstanding Amount of the Notes, Controlling Securities (unless (i) the Holders of Certificates evidencing more than 50% interests of the Noteholders are not affected materially and adversely, as evidenced by an Officer’s Certificate of the Depositor to that effect delivered to the Indenture Trustee and the Owner Trustee by the Depositor or (ii) satisfaction of the Rating Agency Condition) and the consent of the Certificateholders evidencing at least a majority Percentage Interests Interest of the Trust Interest Certificates (unless (i) the interests of the Certificateholders are not affected materially and if adversely and (ii) an Officer’s Certificate of the party requesting such amendment satisfies Depositor to that effect is delivered to the Rating Agency Condition with respect to such amendmentOwner Trustee by the Depositor), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Controlling Securities and the Percentage Interests Interest in the Trust Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesCertificates affected thereby. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Administrator and the Administrator shall furnish such notice to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee Administrator may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. Prior to In connection with the execution of any amendment to this Agreement or any amendment to any other agreement to which the Certificate of TrustIssuing Entity is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this AgreementAgreement or, as applicable such other agreement, and that all conditions precedent to the execution and delivery thereof by the Issuing Entity or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Trust Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but Delaware Trustee without the consent of any of the Noteholders Registered Owners or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Trust Agreement or of modifying in any manner the rights of the Noteholders Registered Owners or the Certificateholders; provided provided, however, that such action shall not not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any Noteholder Registered Owner or Certificateholder or the rights Certificateholder; provided further that no such opinion of the Note Insurer. An amendment described above counsel shall be deemed not required if a Rating Confirmation has been delivered to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition Depositor with respect to such amendmentaction. This Trust Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, Delaware Trustee (a) with the prior written consent of the Rating Agencies Registered Owners of Notes evidencing not less than a majority of the aggregate outstanding principal balance of the Notes and (b) with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Certificateholders of Notes Trust Certificates evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the aggregate Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Noteholders Registered Owners or the Certificateholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes or and the Percentage Interests Interest of the Trust Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes Registered Owners and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesCertificateholders. Promptly after the execution of any such amendment or consent, the Owner Delaware Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, Certificateholder and the Indenture Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Registered Owners, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Delaware Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustTrust Agreement, the Owner Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this AgreementTrust Agreement and that all conditions precedent thereto have been met. The Owner Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Delaware Trustee's ’s own rights, duties, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. This (a) The Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or Noteholders, the Certificateholders or the Indenture TrusteeSwap Counterparties, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding to add any other provisions with respect to matters or changing in any manner or eliminating any of questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersAgreement; provided however, that any such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder Noteholder, the Certificateholders or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. Swap Counterparty. (b) This Agreement may also be amended from time to time by the Trust Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies Required Holders and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmenteach Swap Counterparty, 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 Noteholders, the Swap Counterparties or the Certificateholders; provided however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, (i) collections of payments on the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note InsurerCertificateholders, or (bii) eliminate the Certificateholders’ consent or reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all outstanding Notes and the outstanding Trust Certificates. . (c) Prior to the execution of any such amendment or consent, the Trust Depositor shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Servicer and each Rating Agency. (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each CertificateholderNoteholder, the Indenture Trustee, the Note Insurer Certificateholders and each of the Rating AgenciesSwap Counterparty. It shall not be necessary for the consent of the Certificateholders, the Noteholders, Swap Counterparties or the Indenture Trustee pursuant to this Section 11.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders the Certificateholders, Noteholders or Swap Counterparties provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Certificateholders, Noteholders and Swap Counterparties shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. . (f) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and the Transaction Documents. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice made available by the Administrator to the each Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, Certificateholders subject to the satisfaction of one of the following conditions: (a) the Depositor delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such action shall amendment will not materially and adversely affect in any material respect the interests of any Noteholder the Noteholders (and, if the Certificates are then held by anyone other than the Depositor or Certificateholder or the rights a U.S. Affiliate of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Depositor, the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies Certificateholders); or (b) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendmentaction. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice made available by the Administrator to each Rating Agency, with the consent of the Rating Agencies and with the prior written consent Holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Controlling Class of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Trust Certificates evidencing more not less than 50% a majority of the Certificate Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate percentage interest of any Certificate or delay the timing of, collections Stated Maturity Date of payments on any Note without the Home Loans or distributions that shall be required to be made for the benefit consent of the Noteholders, the Certificateholders or the Holder of such Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Certificate Percentage Interests Interest required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all then-outstanding Notes and Trust Certificates. This Agreement may be amended by the outstanding CertificatesDepositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture TrusteeTrustee and the Administrator, and the Note Insurer Administrator shall provide such notice to each Rating Agency. 35 (2025-B Amended and each of the Rating Agencies. Restated Trust Agreement) It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This (a) Any term or provision of this Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to cure the satisfaction of one of the following conditions: (i) the Depositor delivers an Officer’s Certificate or 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; provided, that no amendment shall be effective which affects the rights, protections or duties of the Indenture Trustee without the prior written consent of such Person, (which consent shall not be unreasonably withheld or delayed); provided, further, that the event that any ambiguityCertificates are then held by anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the Depositor and the Owner Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance of the Certificates consent to correct such amendment or supplement any provisions in this Agreement(ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (b) This Agreement may also be amended by the Depositor and the Owner Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, Certificateholders with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, of: 29 (Nissan 2016-C Amended & Restated Trust Agreement) (i) the Holders (as defined in the Indenture) of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, ; and (ii) the Holders of the Certificates evidencing more than 50% a majority of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, Certificate Balance. It will not be necessary for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of Noteholders or Certificateholders to approve the holders particular form of all any proposed amendment or consent, but it will be sufficient if such consent approves the outstanding Notes and the Note Insurer, and in the case of clause substance thereof. (bc) without the consent of the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, Trustee and the Note Insurer and Administrator. The Administrator will thereafter deliver a copy of such notice to each Rating Agency pursuant to Section 1(d) of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents Administration Agreement. (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Documentd) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. (a) This Agreement may be amended from time to time by the Depositorparties hereto, the Trust Paying Agentby a written instrument signed by each of them, and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or Securityholders; PROVIDED that an Opinion of Counsel for the Certificateholders or Depositor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Certificates of the Indenture Depositor) is addressed and delivered to the Owner Trustee, to cure dated the date of any ambiguitysuch amendment, to correct or supplement the effect that the conditions precedent to any provisions in this Agreement, or for such amendment have been satisfied and the purpose of adding any provisions Depositor shall have delivered to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner Owner Trustee an Officer's Certificate dated the rights of the Noteholders or the Certificateholders; provided however, such action shall not adversely affect in any material respect the interests date of any Noteholder or Certificateholder or such Amendment, stating that the rights of Depositor reasonably believes that such Amendment will not have a material adverse effect on the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. Securityholders. (b) This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent Holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Certificates and Notes evidencing more not less than 50% of the Outstanding Amount aggregate unpaid principal amount of the Notes, Security Balance of all affected Securityholders for which the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentSeller has not delivered an Officer's Certificate stating that there is no material adverse effect, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersSecurityholders; provided howeverPROVIDED, HOWEVER, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans or distributions received that shall be are required to be made for distributed on any Security without the benefit consent of the Noteholders, the Certificateholders or the Note Insurerrelated Securityholder, or (bii) reduce the aforesaid percentage of Securities the Outstanding Amount Holder of the Notes or the Percentage Interests which are required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the such Certificates then outstanding Certificatesor cause any material adverse tax consequences to any Certificateholders or Noteholders. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior . (c) The Owner Trustee shall not be required to the execution of enter into any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee's its own rights, duties, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Transferor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders Owner or the Indenture Trusteeany other Person, to cure any ambiguity, to correct or supplement any provisions in this Agreement, or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Transferor and the Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) holders of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the Holders of Certificates evidencing more than 50% consent of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentOwner, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or and the CertificateholdersOwner; provided provided, however, that without the consent of all Noteholders, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, holders of the Certificateholders or the Note Insurer, Notes or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesNotes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee Owner pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the The Owner Trustee shall be entitled to receive receive, and rely upon shall be fully protected in relying upon, an Opinion Officer's Certificate of Counsel stating the Transferor or MCC to the effect that the execution of conditions to such amendment is authorized or permitted by this AgreementAmendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders Noteholders[, the Swap Counterparty] or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding to add any other provisions with respect to matters or changing in any manner or eliminating any of questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersAgreement; provided provided, however, that any such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder Noteholder[, the Swap Counterparty] or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. Certificateholders. (b) This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of the Rating Agencies Required Holders and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Trust Certificates evidencing more not less than 50% a majority of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificate Interests, 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 Noteholders[, the Swap Counterparty] or the Certificateholders; provided provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Contracts or distributions that shall be required to be made for the benefit of the Noteholders[, the Swap Counterparty] or the Certificateholders or (ii) eliminate the Note Insurer, requirement for Certificateholders’ consent or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of all Certificateholders and Noteholders affected thereby. (c) Prior to the holders execution of all any such amendment or consent, the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent Trust Depositor shall furnish written notification of the Holders substance of all such amendment or consent, together with a copy thereof, to the outstanding Certificates. Indenture Trustee, the Administrator and each Rating Agency. (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersany Certificateholder[, the NoteholdersSwap Counterparty], the Noteholders or the Indenture Trustee pursuant to this Section 11.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. . (f) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement inconsistent with any other provision of 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 Noteholders or the CertificateholdersAgreement; provided provided, however, that such action shall not not, as evidenced by an opinion of Counsel satisfactory to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights Certificateholder; and provided further that an Opinion of the Note Insurer. An amendment described above Counsel shall be deemed furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not to materially adversely affect in the federal or any material respect the interests Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, or any Noteholder or Certificateholder if and (B) will not cause the party requesting Trust to be taxable as a corporation for federal or any Applicable Tax State income or franchise tax purposes. In addition, this Agreement may be amended by the amendment satisfies Depositor and the Owner Trustee, with prior notice to the Rating Agency Condition Agencies, without the consent of any of the Noteholders or the Certificateholders, in connection with the Class C Certificates under the Securities Act, in order to facilitate such registration, including with respect to such amendment. the modification of the restrictions applicable to the transfer of the Class C Certificates and modification of the legend set forth on the form of the Class C Certificates. (b) This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Owner Trustee and the Owner TrusteeTrust, with prior written notice to the Rating Agencies, with the prior written consent of the Rating Agencies and with the prior written consent of (i) the Indenture Trustee, to the Note Insurerextent that its rights or obligations would be affected by such amendment, (ii) the Holders (as defined in the Indenture) Noteholders of Notes evidencing more not less than 50% a majority of the Outstanding Amount principal amount of the Notes, Notes Outstanding and (iii) the Holders Certificateholders of Certificates evidencing more not less than 50% a majority of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentAggregate Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (ai) 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 the Home Loans Receivables or distributions that shall be are required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note InsurerCertificateholders, or (bii) reduce the aforesaid percentage of the Outstanding Amount principal amount of the Notes or Outstanding and the Percentage Interests Aggregate Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes Noteholders and Certificateholders affected thereby; and provided further, that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the federal or any Applicable Tax State income or franchise taxation of any outstanding Note Insureror Certificate, or any Noteholder or Certificateholder and in (B) will not cause the case of clause Trust to be taxable as a corporation for federal or any Applicable Tax State income or franchise tax purposes. (bc) without the consent of the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. . (d) It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. . (f) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee Trustees shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise. (g) In connection with the execution of any amendment to this Agreement or any amendment to any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Trust Agreement may be amended from time to time by a written amendment duly executed and delivered by the DepositorDepositor and the Owner Trustee, without the consent of any Noteholder, any Certificateholder or any other Person; provided, however, that (i) any such amendment shall not, as evidenced by an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, adversely affect in any material respect 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 Trust Paying Agent, Agreement may be amended from time to time by the Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to Holders (as defined in the Rating Agencies, but without the consent Indenture) of any Notes evidencing not less than 51% of the Noteholders or Note Balance or, if the Certificateholders or Notes have been paid in full, the Indenture TrusteeHolders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest, to cure any ambiguity, to correct or supplement any provisions in this Agreement, or for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Trust Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that no such amendment shall may: (ai) 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 or in respect of the Home Loans Receivables or distributions that shall be are required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note InsurerCertificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to change any such amendmentNote Rate, in either case of clause (a) or (b) without the consent of all Noteholders and Certificateholders adversely affected by such amendment; (ii) reduce the holders percentage of the Note Balance or the percentage of the aggregate Certificate Percentage Interest the consent of the Holders of which is required for any amendment to this Trust Agreement without the consent of all the outstanding Noteholders and Certificateholders adversely affected by the amendment; or (iii) adversely affect the rating assigned by any Rating Agency to any Class of Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders (as defined in the Indenture) of all Notes evidencing not less than 66 2/3% of the aggregate principal amount of the then outstanding Certificates. Notes of such Class. (c) Any term or provision of this Trust Agreement may also be amended from time to time by the Depositor and the Owner Trustee for the purpose of conforming the terms of this Trust 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 any Retained Notes or the Certificates without the consent of the Indenture Trustee, any Noteholder, any Certificateholder, the Trust, or any other Person; provided, however, that the Depositor shall provide written notification of the substance of such amendment to the Indenture Trustee and the Trust. (d) Prior to the execution of any amendment or consent pursuant to Section 11.1, the Depositor shall provide written notification of the substance of such amendment or consent to each Rating Agency. (e) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish an executed copy of such amendment or consent to each Certificateholder and the Depositor shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. . (f) It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section 11.1(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 Certificateholders provided for in this Trust Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (g) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of file such amendment or cause such amendment to be filed with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. . (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, liabilities or immunities under this Trust Agreement or otherwise. (i) Prior to the execution of any amendment to this Trust Agreement or any amendment to any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel or an Officer’s Certificate of the Depositor stating that the execution of such amendment is authorized or permitted by this Trust Agreement and that all conditions precedent in this Trust Agreement to the execution and delivery of such amendment have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Administrator and the Owner Trustee, with the prior consent of the Note Insurer, Certificateholders and with prior written notice to the Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or cause the rights of the Note InsurerTrust to be subject to an entity level tax for federal income tax purposes. An amendment described above shall not be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the party Person requesting the amendment satisfies obtains a letter the Rating Agency Condition stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be required with respect to such amendmenttax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Administrator and the Owner Trustee, with the prior written consent of the Rating Agencies Agency and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50662/3% of the Outstanding Amount of the Notes, and the consent of the Holders of Certificates evidencing more than 50662/3% of the Percentage Interests of in the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Collateral or distributions that shall be are required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests of Holders of Trust Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and Certificates, respectively. Notwithstanding the Note Insurerforegoing, and no provision of Section 2.03 hereof may be amended in the case of clause any manner unless (bi) without the consent 100% of the Holders Outstanding Amount of all the outstanding CertificatesNoteholders have consented in writing thereto, (ii) the Rating Agency has consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee Trust Administrator shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee and the Trust Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Neither the Owner Trustee may, but nor the Trust Administrator shall not be obligated to, to enter into any such amendment which affects the Owner Trustee's ’s or Trust Administrator’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Company and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests interest of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentCertificateholder. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Company and the Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Certificates evidencing more not less than 50% a majority of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Underlying Securities or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

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

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Sponsor and the Owner Trustee, with the prior written consent of the Note Insurer, Insurer and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or or, in the Certificateholders or event that the Indenture TrusteeSponsor is not the sole Residual Certificateholder, the Residual Certificateholders, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder or Residual Certificateholder. (b) This Agreement may also be amended from time to time, with the prior written consent of the Insurer, by the Sponsor and the Owner Trustee, with prior written notice to the Rating Agencies, and, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and, the consent of the Residual Certificateholders evidencing not less than a majority interest in the Trust (which consent of any Holder of a Note or Residual Certificate 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 or Residual Certificate and of any Note or Residual Certificate 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 or Residual Certificate) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Residual Certificateholders; provided howeverPROVIDED, such action shall not adversely affect in any material respect HOWEVER, that, subject to the interests of any Noteholder or Certificateholder or the express rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Insurer under the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverBasic Documents, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note Insurer, Residual Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests Residual Certificate, the Holders of which are required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Notes and Holders of all outstanding Residual Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Residual Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, the Residual Certificateholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Residual Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Residual Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Seller and the Owner Trustee, with the prior consent of the Note Insurer, and Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not be unreasonably withheld), but without the consent of any of the Noteholders or Noteholders, the Certificateholders Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersTransferor; provided provided, however, that such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder Noteholder, the Transferor or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder Noteholder, the Transferor or Certificateholder the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the DepositorSeller, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of the Rating Agencies Agencies, the Insurer and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates Noteholders evidencing more than 50% of the Percentage Interests of in the Trust Interest Notes and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentTransferor, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholdersTransferor; provided provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note Insurer, Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and Transferor. The Depositor shall join in any such amendment approved as provided in the case of clause (b) without preceding sentence so long as such amendment is not adverse to the consent interests of the Holders of all the outstanding CertificatesDepositor. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the Noteholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Administrator and the Owner Trustee, with the prior written consent of the Note Insurer, Security Insurer (so long as an Insurer Default will not have occurred and be continuing) and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement; provided, however, that such action will not, as evidenced by an Opinion of Counsel which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time, with the prior written consent of the Security Insurer (so long as an Insurer Default will not have occurred and be continuing), by the Depositor, the Administrator and the Owner Trustee, with prior written notice to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Majority Certificateholders (which consent of any Certificateholder or Noteholder given pursuant to this Section 10.1(b) or pursuant to any other provision of this Agreement will be conclusive and binding on such Certificateholder or Noteholder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect that, subject to the interests of any Noteholder or Certificateholder or the express rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Security Insurer under the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverBasic Documents, no such amendment shall will (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall will be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and aforesaid percentage of the Percentage Interests Certificateholders required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Notes and Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall will furnish written notification of the substance of such amendment or consent to each Certificateholderthe Certificateholders, the Indenture Trustee, the Note Insurer Security Insurer, and each of the Rating Agencies. It shall will not be necessary for the consent of the Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section 10.1(b) to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall will approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall will be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall will cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall will be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall will not be obligated to, enter into any such amendment which affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of the Note Insurer, Insurer (so long as any Notes are Outstanding and an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement; provided, 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 or the Certificateholders; provided however, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. Certificateholder. (b) This Agreement may also be amended by the Depositor and the Owner Trustee from time to time by the Depositortime, the Trust Paying Agent, and the Owner Trustee, (i) with the prior written consent of the Rating Agencies Insurer (so long as any Notes are Outstanding and with an Insurer Default shall not have occurred and be continuing) but without the prior written consent of any Noteholders or Certificateholders or, (ii) if an Insurer Default shall have occurred and be continuing, with (x) the Indenture Trusteeconsent of a Note Majority, if Notes are Outstanding and to the Note Insurer, extent such amendment materially and adversely affects the Holders (as defined in the Indenture) of Notes evidencing more than 50% interests of the Outstanding Amount Noteholders, and (y) the consent of the Notes, the Holders of Certificates evidencing more not less than 50% a majority of the Percentage Interests Certificate Balance (which consent of any Holder of a Certificate or 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 Certificate or Note and of any Certificate or Note issued upon the Trust Interest and if transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the party requesting such amendment satisfies Certificate or Note) with prior written notice to the Rating Agency Condition with respect to such amendmentAgencies, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that, subject to the express rights of the Insurer under the Basic Documents, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Notes and Holders of all outstanding Certificates; provided, further, that no such amendment shall affect the rights or obligations of the Certificate Registrar or Certificate Paying Agent without its consent. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Trust Agreement may be amended from time to time by a written amendment duly executed and delivered by the DepositorDepositor and the Owner Trustee, without the consent of any Noteholder, any Certificateholder or any other Person; provided, however, that (i) any such amendment shall not, as evidenced by an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, adversely affect in any material respect 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 Trust Paying Agent, Agreement may be amended from time to time by the Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to Holders (as defined in the Rating Agencies, but without the consent Indenture) of any Notes evidencing not less than 51% of the Noteholders or Note Balance or, if the Certificateholders or Notes have been paid in full, the Indenture TrusteeHolders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest, to cure any ambiguity, to correct or supplement any provisions in this Agreement, or for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Trust Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that no such amendment shall may: (ai) 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 or in respect of the Home Loans Receivables or distributions that shall be are required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note InsurerCertificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to change any such amendmentNote Rate, in either case of clause (a) or (b) without the consent of all Noteholders and Certificateholders adversely affected by such amendment; (ii) reduce the holders percentage of the Note Balance or the percentage of the aggregate Certificate Percentage Interest the consent of the Holders of which is required for any amendment to this Trust Agreement without the consent of all the outstanding Noteholders and Certificateholders adversely affected by the amendment; or (iii) adversely affect the rating assigned by any Rating Agency to any Class of Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders (as defined in the Indenture) of all Notes evidencing not less than 66 2/3% of the aggregate principal amount of the then outstanding Certificates. Notes of such Class. (c) Any term or provision of this Trust Agreement may also be amended from time to time by the Depositor and the Owner Trustee for the purpose of conforming the terms of this Trust 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 any Retained Notes or the Certificates without the consent of the Indenture Trustee, any Noteholder, any Certificateholder, the Trust, or any other Person; provided, however, that the Depositor shall provide written notification of the substance of such amendment to the Indenture Trustee and the Trust. (d) Prior to the execution of any amendment or consent pursuant to Section 11.1, the Depositor shall provide written notification of the substance of such amendment or consent to each Rating Agency. (e) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish an executed copy of such amendment or consent to each Certificateholder and the Depositor shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. . (f) It shall not be necessary for the consent of Certificateholders, the Noteholders, Certificateholders or the Indenture Trustee Noteholders pursuant to this Section 11.1(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 Certificateholders provided for in this Trust Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (g) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of file such amendment or cause such amendment to be filed with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. . (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, liabilities or immunities under this Trust Agreement or otherwise. (i) Prior to the execution of any amendment to this Trust Agreement or any amendment to any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel or an Officer’s Certificate of the Depositor stating that the execution of such amendment is authorized or permitted by this Trust Agreement and that all conditions precedent in this Trust Agreement to the execution and delivery of such amendment have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Seller and the Owner Interim Eligible Lender Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverPROVIDED, HOWEVER, that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentCertificateholder. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Seller and the Owner Interim Eligible Lender Trustee, with the prior written notice to the Rating Agencies, with the consent of (i) the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Noteholders of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and (ii) the Holders Certificateholders of Certificates evidencing more not less than 50% a majority of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentCertificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverPROVIDED, HOWEVER, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes Noteholders and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesCertificateholders. Promptly after the execution of any such amendment or consent, the Owner Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Interim Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Interim Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Interim Eligible Lender Trustee's own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but Delaware Trustee without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverPROVIDED, HOWEVER, that such action shall not not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendmentCertificateholder. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, Delaware Trustee (i) with the prior written consent of the Rating Agencies Noteholders of Notes evidencing not less than a majority of the aggregate outstanding principal balance of the Notes and (ii) with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders Certificateholders of Certificates evidencing more not less than 50% a majority of the aggregate Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverPROVIDED, HOWEVER, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Financed Eligible Loans or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes or and the Percentage Interests Interest of Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes Noteholders and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding CertificatesCertificateholders. Promptly after the execution of any such amendment or consent, the Owner Delaware Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, Certificateholder and the Indenture Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Certificateholders or the Noteholders, or as the Indenture Trustee case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Delaware Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Delaware Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Trust Agreement may be amended from time to time by a written amendment duly executed and delivered by the DepositorDepositor and the Owner Trustee, without the consent of any Noteholder, any Certificateholder [, the Swap Counterparty] or any other Person, including to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code; provided, however, that (i) any such amendment shall not, as evidenced by an Opinion of Counsel to the Depositor delivered to the Indenture Trustee and Owner Trustee, adversely affect in any material respect 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 Trust Paying Agent, Agreement may be amended from time to time by the Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to Holders (as defined in the Rating Agencies, but without the consent Indenture) of any Notes evidencing not less than 51% of the Noteholders or Note Balance or, if the Certificateholders or Notes have been paid in full, the Indenture TrusteeHolders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest, to cure any ambiguity, to correct or supplement any provisions in this Agreement, or for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Trust Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that no such amendment shall may: (ai) 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 or in respect of the Home Loans Receivables or distributions that shall be are required to be made for the benefit of the Noteholders, the Certificateholders Noteholders or the Note InsurerCertificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to change any such amendmentNote Rate, in either case of clause (a) or (b) without the consent of all Noteholders and Certificateholders adversely affected by such amendment; (ii) reduce the holders percentage of the Note Balance or the percentage of the aggregate Certificate Percentage Interest the consent of the Holders of which is required for any amendment to this Trust Agreement without the consent of all the outstanding Noteholders and Certificateholders adversely affected by the amendment; or (iii) adversely affect the rating assigned by any Rating Agency to any Class of Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders (as defined in the Indenture) of all Notes evidencing not less than 66 2/3% of the aggregate principal amount of the then outstanding Certificates. Notes of such Class. (c) Any term or provision of this Trust Agreement may also be amended from time to time by the Depositor and the Owner Trustee for the purpose of conforming the terms of this Trust 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 [any Retained Notes or] the Certificates without the consent of the Indenture Trustee, any Noteholder, any Certificateholder, the Trust, or any other Person; provided, however, that the Depositor shall provide written notification of the substance of such amendment to the Indenture Trustee, the Trust[, and the Swap Counterparty]. (d) Prior to the execution of any amendment or consent pursuant to Section 11.1, the Depositor shall provide written notification of the substance of such amendment or consent to each Rating Agency [and the Swap Counterparty]. (e) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish an executed copy of such amendment or consent to each Certificateholder and the Depositor shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee[, the Note Insurer Swap Counterparty] and each of the Rating Agencies. . (f) It shall not be necessary for the consent of the Certificateholders, [or] the Noteholders, Noteholders [or the Indenture Trustee Swap Counterparty] pursuant to this Section 11.1(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 Certificateholders provided for in this Trust Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (g) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of file such amendment or cause such amendment to be filed with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. . (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee's ’s own rights, duties, liabilities or immunities under this Trust Agreement or otherwise. (i) Prior to the execution of any amendment to this Trust Agreement or any amendment to any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel or an Officer’s Certificate of the Depositor stating that the execution of such amendment is authorized or permitted by this Trust Agreement and that all conditions precedent in this Trust Agreement to the execution and delivery of such amendment have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice made available by the Administrator to the each Rating AgenciesAgency, but without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, Certificateholders subject to the satisfaction of one of the following conditions: (a) the Depositor delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such action shall amendment will not materially and adversely affect in any material respect the interests of any Noteholder the Noteholders (and, if the Certificates are then held by anyone other than the Depositor or Certificateholder or the rights a U.S. Affiliate of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect Depositor, the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies Certificateholders); or (b) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendmentaction. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written notice made available by the Administrator to each Rating Agency, with the consent of the Rating Agencies and with the prior written consent Holders of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) Controlling Class of Notes evidencing more not less than 50% a majority of the Outstanding Amount of the Notes, Notes and the consent of the Holders of Trust Certificates evidencing more not less than 50% a majority of the Certificate Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided provided, however, that no such amendment shall (a) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate percentage interest of any Certificate or delay the timing of, collections Stated Maturity Date of payments on any Note without the Home Loans or distributions that shall be required to be made for the benefit consent of the Noteholders, the Certificateholders or the Holder of such Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Certificate Percentage Interests Interest required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all the then-outstanding Notes and Trust Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders, or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties, or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor, the Trust Owner Trustee, Certificate Registrar and Paying Agent, and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the Certificateholders or the Indenture Trustee, to cure any ambiguityambiguity or defect, to correct or supplement any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time by Depositor, Owner Trustee, Certificate Registrar and Paying Agent, with prior written notice to the Rating Agencies, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and, to the extent affected thereby, the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders, Noteholders or the Certificateholders or the Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Percentage Interests Certificate Balance required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Note Insurer, and in the case of clause (b) without the consent of the Holders of all Outstanding Notes and Holders of representing 100% of the outstanding Certificates. Certificate Balance. (c) Promptly after the execution of any such amendment or consent, the Owner Trustee Certificate Registrar shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, the Note Insurer Trustee and each of the Rating Agencies. . (d) It shall not be necessary for the consent of Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent consent, where required, shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. . (e) Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.

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

Supplements and Amendments. This Agreement may be amended by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but and without the consent of any of the Noteholders or the Certificateholders or the Indenture TrusteeCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided howeverprovided, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies (ii) the Rating Agency Condition with has been satisfied in respect to of such proposed amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, Depositor and the Owner Trustee, with the prior written consent of notice to the Rating Agencies Agencies, and with the prior written consent of the Indenture TrusteeTrustee and, if the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% interests of the Outstanding Amount Noteholders are materially and adversely affected, with the consent of the Notes, the Holders of Certificates the Notes evidencing more than 50% at least a majority of the Percentage Interests outstanding principal amount of the Trust Interest Controlling Class of Notes, acting together as a single Class but excluding for purposes of such calculation and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendmentaction all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, no such Certificateholders under this Agreement. No amendment shall otherwise permitted under this Section 11.01 may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Home Loans Receivables or distributions that shall be required to be made for the benefit of any Noteholders or Certificateholders without the Noteholders, the consent of all Noteholders and Certificateholders or the Note Insureradversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests Certificates which are required to consent to any such amendment, in either case of clause (a) or (b) amendment without the consent of the holders Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of all such proposed amendment. No amendment referred to in clause (x) in the outstanding Notes immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Note Insurer, Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and in adversely affect the case interest of clause (b) without the any Noteholder or Certificateholder whose consent of the Holders of all the outstanding Certificateswas not obtained. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each the Certificateholder, the Indenture Trustee, Trustee and the Note Insurer Administrator and the Administrator shall provide such notification to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator or an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee's ’s own rights, duties, duties or immunities under this Agreement or otherwise.