Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Indenture Trustee, the Noteholders or the Holding Trust Certificateholder, (i) to cure any ambiguityambiguity or to conform this Agreement to the Prospectus; provided, however, that the Owner Trustee and the Indenture Trustee will be entitled to receive and rely upon an Opinion of Counsel described in the penultimate paragraph of Section 10.1(b) in connection with such amendment or (ii) to correct or supplement any provisions in this Agreement, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that (A) such action shall not, as evidenced by an Opinion of CounselCounsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or the Holding Trust Certificateholder, provided further that 10 days’ or (or, in B) the case of Fitch, 10 Business Days’) prior written notice of any Rating Agency Condition shall have been satisfied with respect to such amendment be made available to each Rating Agency by and the Administrator and, if Moody’s notifies Servicer shall have notified the Indenture Trustee and the Owner Trustee in writing that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Rating Agency Condition has been satisfied with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. . (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Rating Agencies by Agencies, without the Administratorconsent of the Indenture Trustee, and to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder Holder of the Holding Trust Certificate (which consents will not consent of the Holder of the Holding Trust Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive and binding on the 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 Holding Trust Certificateholder; provided, however, that to the extent not otherwise permitted by Section 10.1(a), no such amendment shall (aA) increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Holding Trust Certificateholder or (bB) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the percentage of Holding Trust Certificate required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes of each class affected thereby and the CertificateHolder of the Holding Trust 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 the Holding Trust Certificateholder, the Indenture Trustee and the Administrator, which Depositor (who shall make send such notification available to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, Holding Trust Certificateholder or the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holding Trust Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Holding Trust 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 Agreement and that all conditions precedent provided for in this Agreement, if any, to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into execute any such amendment to this Agreement or the Basic Documents which affects the Owner Trustee’s own rights, duties or immunities under immunities. No amendment pursuant to this Agreement Section 10.1 shall be effective which affects the rights, protections or otherwiseduties of the Holding Trust Certificate Registrar or the Holding Trust Certificate Paying Agent without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). The Depositor shall (i) obtain all such consents or (ii) certify that no such consent is required, upon which, in either case, the Owner Trustee may conclusively rely.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Indenture Trustee, the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguityambiguity or to conform this Agreement to the Prospectus; provided, however, that the Owner Trustee and the Indenture Trustee will be entitled to receive and rely upon an opinion of counsel described in the penultimate paragraph of Section 10.1(b) in connection with such amendment or (ii) to correct or supplement any provisions in this Agreement, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that that, (A) such action shall not, as evidenced by an Opinion of CounselCounsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ or (or, in B) the case of Fitch, 10 Business Days’) prior written notice of any Rating Agency Condition shall have been satisfied with respect to such amendment be made available to each Rating Agency by and the Administrator and, if Moody’s notifies Servicer shall have notified the Indenture Trustee and the Owner Trustee in writing that the Rating Agency Condition has been satisfied with respect to such amendment and the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that such amendment will result in a downgrading or withdrawal not materially adversely affect the interests of the then-current rating of any class of Certificateholders, upon which the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. Owner Trustee may conclusively rely. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Rating Agencies by Agencies, without the Administratorconsent of the Indenture Trustee, and to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder Majority Certificateholders (which consents will not consent of any Certificateholder or Noteholder given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive 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 CertificateholderCertificateholders; provided, however, that to the extent not otherwise permitted by Section 10.1(a), no such amendment shall (aA) increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (bB) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the percentage of Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all of the outstanding Notes and the CertificateCertificateholders, in each case, 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 CertificateholderCertificateholders, the Indenture Trustee and the Administrator, which Depositor (who shall make send such notification available to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, Certificateholders or the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent provided for in this Agreement, if any, to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into execute any such amendment to this Agreement or the Basic Documents which affects the Owner Trustee’s own rights, duties or immunities under immunities. No amendment pursuant to this Agreement Section 10.1 shall be effective which affects the rights, protections or otherwiseduties of the Certificate Registrar or the Certificate Paying Agent without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). The Depositor shall (i) obtain all such consents or (ii) certify that no such consent is required, upon which, in either case, the Owner Trustee may conclusively rely.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such Certificateholders under this Agreement. No amendment shall otherwise permitted under this Section 11.01 may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such 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 CertificateIndenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator or an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and parties hereto with prior written notice to the Owner TrusteeAdministrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement), without the consent of any of the Noteholders or the CertificateholderSecurityholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; 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. (b) This Agreement may also be amended from time to time by the Certificateholderparties hereto, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) with prior written notice of any to the Administrator (who shall make such amendment be made notice available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal pursuant to Section 1.02(c) of the then-current rating of any class of the NotesAdministration Agreement), such amendment shall become effective with the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 CertificateholderCertificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders, (ii) increase or reduce any Interest Rate or Certificate Rate or (biii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and Trust Certificates affected thereby. (c) Prior to the Certificate. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement). (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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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. (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 . (f) In connection with the execution of any amendment to this Agreement or any other basic Document to which the Certificate of TrustIssuer is a party and for which amendment the Owner Trustee’s or the Delaware Trustee’s consent is sought, the Owner Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement or such other Basic Document, as the case may be, and that all conditions precedent to in this Agreement or such other Basic Document, as the case may be, for the execution of such amendment and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Eligible Lender Trustee, the Delaware Trustee and the Owner Indenture Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentNoteholder. This Agreement may also be amended from time to time by the Depositor Eligible Lender Trustee, the Delaware Trustee and the Owner Indenture Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Owner Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This (a) The Agreement may be amended by the Depositor Trust Depositor, and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this 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 in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor Trust Depositor, and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Modified Required Holders, 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 or the Certificateholder; 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 Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholder, or (bii) eliminate the Certificateholder consent or reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holder of all the outstanding Notes and the Trust Certificate. . (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 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution thereof by the Certificateholder 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and parties hereto with prior written notice to the Owner TrusteeAdministrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement), without the consent of any of the Noteholders or the CertificateholderSecurityholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; 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. (b) This Agreement may also be amended from time to time by the Certificateholderparties hereto, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) with prior written notice of any to the Administrator (who shall make such amendment be made notice available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal pursuant to Section 1.02(c) of the then-current rating of any class of the NotesAdministration Agreement), such amendment shall become effective with the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 CertificateholderCertificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders, (ii) increase or reduce any Interest Rate or Certificate Rate or (biii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and Trust Certificates affected thereby. (c) Prior to the Certificate. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement). (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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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. (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 . (f) In connection with the execution of any amendment to this Agreement or any other basic Document to which the Certificate of TrustIssuer is a party and for which amendment the Owner Trustee’s consent is sought, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement or such other Basic Document, as the case may be, and that all conditions precedent to in this Agreement or such other Basic Document, as the case may be, for the execution of such amendment and delivery thereof by the Issuer 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 own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This (a) Any term or provision of this Agreement may be amended by the Depositor Transferor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders Administrator, without the consent of Notes the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to satisfaction of one of the following conditions: (i) the Transferor or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Owner 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. Without limiting the foregoing and subject to clause (b) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Amount Note Amount, voting as a single Class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Notes; provided further that any solicitation 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. 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 disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available have been given. (b) Notwithstanding anything herein to the Rating Agencies by contrary (including clause (c) below), no amendment shall (i) reduce the Administratorinterest rate or principal amount of any Note, with or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of Notes evidencing not less than a majority of at least the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Note Amount of the Notes which were required to consent to any such amendment or eliminate the consent of the Certificateholder matter before giving effect to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. . (c) It shall not be necessary for the consent of the Certificateholder, 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. 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. . (d) 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. (e) Prior to the execution of any amendment to this Agreement, 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 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the written consent of the Holders of (x) Noteholders holding Notes evidencing not less than a majority of the Outstanding Amount Note Balance and (y) the Holders of Certificates evidencing not less than a majority of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) 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 CertificateholderCertificateholders; provided, however, that no such amendment shall shall: (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of and the Notes Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, 10 days prior thereto), the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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 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 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 that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s ▇▇▇▇▇’▇ notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, Trustee with prior written notice made available by the Depositor to the Rating Agencies by and the Administrator, with without the consent of the Holders of Notes evidencing not less than a majority any of the Outstanding Amount Noteholders or the Certificateholders to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or in any offering document used in connection with the initial offer and sale of the Notes and or the consent of the Certificateholder (which consents will not be unreasonably withheld) Certificates or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement which will not be inconsistent with other provisions of this Agreement; provided, however, that (i) no such amendment may materially adversely affect the interests of any Noteholder or any Certificateholder and (ii) no such amendment will be permitted unless an Opinion of Counsel is delivered to the Owner Trustee to the effect that such amendment will not cause the Trust to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder. (b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with prior written notice by the Depositor to the Rating Agencies and the Administrator, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that (x) no such amendment shall will be permitted unless an Opinion of Counsel is delivered to the Owner Trustee to the effect that such amendment will not cause the Trust to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (ay) no such amendment may: (i) 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 Receivables or distributions that shall be are required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to change any such amendment or eliminate the consent of the Certificateholder to any such amendmentNote Rate, 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 Agreement without the consent of all the Noteholders and Certificateholders adversely affected by the amendment; or (iii) adversely affect the rating assigned by any Rating Agency to any Class of Notes without the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than 66 2/3% of the aggregate principal amount of the then outstanding Notes of such Class. (c) An amendment to this Agreement shall be deemed not to materially adversely affect the interests of any Noteholder or Certificateholder if (i) the Person requesting such amendment obtains and delivers to the Certificate. Owner Trustee an Opinion of Counsel to that effect or (ii) the Rating Agency Condition is satisfied. (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 and the Certificateholder, Depositor shall furnish written notice of the substance of such amendment or consent to the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. . (e) It shall not be necessary for the consent of the Certificateholder, Certificateholders or the Noteholders or the Indenture Trustee pursuant to this Section 11.1(a) to approve the particular form of any proposed amendment or consent, 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 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. (f) 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. . (g) The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise. (h) Prior to the execution of any amendment to this Agreement or any amendment to any other agreement to which the Certificate of TrustTrust is a party, the Owner Trustee shall be entitled to receive and rely shall be fully protected in relying upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent in this Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Indenture Trustee, the Noteholders or the Holding Trust Certificateholder, (i) to cure any ambiguityambiguity or to conform this Agreement to the Prospectus; provided, however, that the Owner Trustee and the Indenture Trustee will be entitled to receive and rely upon an Opinion of Counsel described in the penultimate paragraph of Section 10.1(b) in connection with such amendment or (ii) to correct or supplement any provisions in this Agreement, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that (A) such action shall not, as evidenced by an Opinion of CounselCounsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or the Holding Trust Certificateholder, provided further that 10 days’ or (or, in B) the case of Fitch, 10 Business Days’) prior written notice of any Rating Agency Condition shall have been satisfied with respect to such amendment be made available to each Rating Agency by and the Administrator and, if Moody’s notifies Servicer shall have notified the Indenture Trustee and the Owner Trustee in writing that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Rating Agency Condition has been satisfied with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. . (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Rating Agencies by Agencies, without the Administratorconsent of the Indenture Trustee, and to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder Holder of the Holding Trust Certificate (which consents will not consent of the Holder of the Holding Trust Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive and binding on the 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 Holding Trust Certificateholder; provided, however, that to the extent not otherwise permitted by Section 10.1(a), no such amendment shall (a) increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Holding Trust Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the percentage of Holding Trust Certificate required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes of each class affected thereby and the CertificateHolder of the Holding Trust 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 the Holding Trust Certificateholder, the Indenture Trustee and the Administrator, which Depositor (who shall make send such notification available to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, Holding Trust Certificateholder or the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holding Trust Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Holding Trust 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 Agreement and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into execute any such amendment to this Agreement or the Basic Documents which affects the Owner Trustee’s own rights, duties or immunities under immunities. No amendment pursuant to this Agreement Section 10.1 shall be effective which affects the rights, protections or otherwiseduties of the Holding Trust Certificate Registrar or the Holding Trust Certificate Paying Agent without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). The Depositor shall (i) obtain all such consents or (ii) certify that no such consent is required, upon which, in either case, the Owner Trustee may conclusively rely.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel 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 Certificateholderprior 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, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) with prior written notice of any to the Rating Agencies, to the extent such amendment be made available to each Rating Agency by materially and adversely affects the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal interests of the then-current rating of any class of the NotesNoteholders, such amendment shall become effective with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not 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 unreasonably withheldconclusive 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 Certificateholder; provided, however, that subject to the express rights of the Security 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateCertificateholder. 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 Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by 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 Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Indenture Trustee, the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguityambiguity or to conform this Agreement to the Prospectus; provided, however, that the Owner Trustee and the Indenture Trustee will be entitled to receive and rely upon an Opinion of Counsel described in the penultimate paragraph of Section 10.1(b) in connection with such amendment or (ii) to correct or supplement any provisions in this Agreement, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that that, (A) such action shall not, as evidenced by an Opinion of CounselCounsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ or (or, in B) the case of Fitch, 10 Business Days’) prior written notice of any Rating Agency Condition shall have been satisfied with respect to such amendment be made available to each Rating Agency by and the Administrator and, if Moody’s notifies Servicer shall have notified the Indenture Trustee and the Owner Trustee in writing that the Rating Agency Condition has been satisfied with respect to such amendment and the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that such amendment will result in a downgrading or withdrawal not materially adversely affect the interests of the then-current rating of any class of Certificateholders, upon which the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. Owner Trustee may conclusively rely. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Rating Agencies by Agencies, without the Administratorconsent of the Indenture Trustee, and to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder Majority Certificateholders (which consents will not consent of any Certificateholder or Noteholder given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive 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 CertificateholderCertificateholders; provided, however, that to the extent not otherwise permitted by Section 10.1(a), no such amendment shall (a) increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the percentage of Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all of the outstanding Notes and the CertificateCertificateholders, in each case, 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 CertificateholderCertificateholders, the Indenture Trustee and the Administrator, which Depositor (who shall make send such notification available to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, Certificateholders or the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the 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 and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into execute any such amendment to this Agreement or the Basic Documents which affects the Owner Trustee’s own rights, duties or immunities under immunities. No amendment pursuant to this Agreement Section 10.1 shall be effective which affects the rights, protections or otherwiseduties of the Certificate Registrar or the Certificate Paying Agent without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). The Depositor shall (i) obtain all such consents or (ii) certify that no such consent is required, upon which, in either case, the Owner Trustee may conclusively rely.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Indenture Trustee, the Noteholders or the Holding Trust Certificateholder, (i) to cure any ambiguityambiguity or to conform this Agreement to the Prospectus; provided, however, that the Owner Trustee and the Indenture Trustee will be entitled to receive and rely upon an Opinion of Counsel described in the penultimate paragraph of Section 10.1(b) in connection with such amendment or (ii) to correct or supplement any provisions in this Agreement, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that (A) such action shall not, as evidenced by an Opinion of CounselCounsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or the Holding Trust Certificateholder, provided further that 10 days’ or (or, in B) the case of Fitch, 10 Business Days’) prior written notice of any Rating Agency Condition shall have been satisfied with respect to such amendment be made available to each and the Servicer shall have notified the Indenture Trustee in writing that the Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Condition has been satisfied with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. . (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Rating Agencies by Agencies, without the Administratorconsent of the Indenture Trustee, and to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder Holder of the Holding Trust Certificate (which consents will not consent of the Holder of the Holding Trust Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive and binding on the 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 Holding Trust Certificateholder; provided, however, that to the extent not otherwise permitted by Section 10.1(a), no such amendment shall (a) increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Holding Trust Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the percentage of Holding Trust Certificate required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes of each class affected thereby and the CertificateHolder of the Holding Trust 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 the Holding Trust Certificateholder, the Indenture Trustee and the Administrator, which Depositor (who shall make send such notification available to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, Holding Trust Certificateholder or the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holding Trust Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Holding Trust 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 Agreement and that all conditions precedent precedent, if any, 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 or immunities under this Agreement or otherwise. No amendment pursuant to this Section 10.1 shall be effective which affects the rights, protections or duties of the Holding Trust Certificate Registrar or the Holding Trust Certificate Paying Agent without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). The Depositor shall (i) obtain all such consents or (ii) certify that no such consent is required, upon which, in either case, the Owner Trustee may conclusively rely.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel 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 Certificateholderprior 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, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) with prior written notice of any to the Rating Agencies, to the extent such amendment be made available to each Rating Agency by materially and adversely affects the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal interests of the then-current rating of any class of the NotesNoteholders, such amendment shall become effective with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not 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 unreasonably withheldconclusive 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 Certificateholder; provided, however, that subject to the express rights of the Security 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateCertificateholder. (c) In order to comply with any rules adopted by the Commission, this Agreement may be amended from time to time by the parties hereto and with the consent of the Insurer, which consent shall not be unreasonably withheld, without the consent of any of the Noteholders or the Trustee, as may be necessary, in the judgment of the Depositor and its counsel, pursuant to Section 11.4 of the Sale and Servicing Agreement, to comply with any rules promulgated by the Commission and any interpretations thereof by the staff of the Commission. 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 Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by 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 Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of CounselCounsel 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 Certificateholderprior 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, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) with prior written notice of any to the Rating Agencies, to the extent such amendment be made available to each Rating Agency by materially and adversely affects the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal interests of the then-current rating of any class of the NotesNoteholders, such amendment shall become effective with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not 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 unreasonably withheldconclusive 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 Certificateholder; providedPROVIDED, howeverHOWEVER, that that, subject to the express rights of the Security 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateCertificateholder. 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 Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by 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 Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Indenture Trustee, the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguityambiguity or to conform this Agreement to the Prospectus; provided, however, that the Owner Trustee and the Indenture Trustee will be entitled to receive and rely upon an Opinion of Counsel described in the penultimate paragraph of Section 10.1(b) in connection with such amendment or (ii) to correct or supplement any provisions in this Agreement, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that (A) such action shall not, as evidenced by an Opinion of CounselCounsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ or (or, in B) the case of Fitch, 10 Business Days’) prior written notice of any Rating Agency Condition shall have been satisfied with respect to such amendment be made available to each and the Servicer shall have notified the Indenture Trustee in writing that the Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Condition has been satisfied with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. . (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Rating Agencies by Agencies, without the Administratorconsent of the Indenture Trustee, and to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder each Holder of a Certificate (which consents will not consent of any Holder of a Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive 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 CertificateholderCertificateholders; provided, however, that to the extent not otherwise permitted by Section 10.1(a), no such amendment shall (a) increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the percentage of Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateCertificateholders, in each case, 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 CertificateholderCertificateholders, the Indenture Trustee and the Administrator, which Depositor (who shall make send such notification available to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, Certificateholders or the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the 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 and that all conditions precedent precedent, if any, 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 or immunities under this Agreement or otherwise. No amendment pursuant to this Section 10.1 shall be effective which affects the rights, protections or duties of the Certificate Registrar or the Certificate Paying Agent without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). The Depositor shall (i) obtain all such consents or (ii) certify that no such consent is required, upon which, in either case, the Owner Trustee may conclusively rely.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Seller and the Owner Trustee, with prior written notice to the Rating Agencies by the Seller, without the consent of any of the Noteholders or the Certificateholder, Certificateholders: (i) to cure any ambiguityambiguity or defect; (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement; or (iii) to add any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of that shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel which may be based upon a certificate of the Seller, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ Noteholder. (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor Seller and the Owner Trustee, with (x) prior written notice made available to the Rating Agencies by the AdministratorSeller and (y) prior to the Note Termination Date, with the written consent of the Majority Noteholders and thereafter, the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Majority Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholderother than under (a) above; provided, however, that that, subject to the express rights of the Noteholders under the Basic Documents no such amendment shall shall: (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Noteholders; or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateNotes. 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 Certificateholdereach Certificateholders, the Indenture Trustee and the Administrator, which Seller (who shall make promptly deliver a copy of such notification available notice to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Majority Noteholders or the Indenture Trustee Majority Certificateholders, as applicable, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents 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 and Agreement, that all conditions precedent to the execution and delivery of such amendment have been satisfiedsatisfied and that any such amendment would not result in the Trust becoming taxable as a corporation for federal income tax purposes. 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 and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s ▇▇▇▇▇’▇ notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, without the consent of the Indenture Trustee, any Noteholder, the Trust or any other Person subject to the satisfaction of one of the Noteholders following conditions: (i) the Depositor delivers an Officer’s Certificate or Opinion of Counsel to the Certificateholder, 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 effect that such amendment will not materially and adversely affect the interests of the provisions in this Agreement or of modifying in any manner Noteholders; or (ii) the rights of the Noteholders or the CertificateholderRating Agency Condition is satisfied with respect to such amendment; provided, howeverthat 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 Certificates 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 such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ Certificateholders. (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) 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 Certificateholder; provided, however, that no such amendment shall Certificateholders with the consent of: (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections Holders of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage Notes evidencing not less than a majority of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will not be necessary for the consent of Noteholders or Certificateholders to approve the Certificateholder to particular form of any proposed amendment or consent, but it will be sufficient if such amendment, without consent approves the consent of the holders of all the outstanding Notes and the Certificate. substance thereof. (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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make . The Administrator will thereafter deliver a copy of such notification available notice to each Rating Agency pursuant to Section 1(d) of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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. Administration Agreement. (d) 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. This Agreement may be amended by At any time and from time to time, only upon the Depositor written request of the Trustor (a) SSB and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or Trustor shall execute a supplement any provisions in this Agreement or hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating provisions of, this Agreement as specified in such request and (b) the Owner Trustee shall, subject to the provisions of Section 8.01 of the Indenture, enter into or consent to such written amendment or modification of or supplement to any of the provisions Operative Agreements as the Indenture Trustee and any other necessary parties may agree to in writing and as may be specified in such request, or execute and deliver such written waiver of the terms of any of the Operative Agreements as may be agreed to in writing by the Indenture Trustee and as may be specified in such request; provided, that (i) the Owner Trustee shall not execute any such supplement, amendment, waiver or modification without the prior written consent of the Trustor, (ii) if in the reasonable opinion of the Owner Trustee any document required to be executed by it pursuant to this Section adversely affects any right or duty of, or immunity or indemnity in favor of, the Owner Trustee under this Agreement or of modifying any other Operative Agreement, the Owner Trustee may in its discretion decline to execute such document, (iii) any manner amendment or supplement to this Agreement that would adversely affect the rights of the Noteholders Indenture Trustee or the Certificateholder; provided, however, that such action Holders shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect be subject to the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that Indenture Trustee and (iv) any solicitation of such consent shall disclose the downgrading amendment or withdrawal supplement to this Agreement that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner adversely affect the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that Lessee shall be required subject to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the prior written consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesLessee. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee that any request pursuant to this Section to approve specify the particular form of any the proposed amendment or consentdocument to be executed pursuant to such request, but it shall be sufficient if such consent request shall approve indicate the substance thereof. Promptly after the execution by SSB or the Owner Trustee of any amendment document pursuant to the Certificate of Trustthis Section, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior mail a conformed copy thereof to the execution Trustor, the Indenture Trustee and the Lessee, but the failure of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee to mail such conformed copies shall be entitled to receive and rely upon an Opinion of Counsel stating that not impair or affect the execution validity of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwisedocument.

Supplements and Amendments. (a) This Agreement may be amended from time to time by mutual written agreement of the Depositor and the Owner Trustee, parties hereto without the consent of the Indenture Trustee or the Noteholders: (i) to correct, modify or supplement any provision herein which may be inconsistent with the Memorandum, (ii) to correct, modify or supplement any provision herein which may be inconsistent with any other Basic Document, (iii) to cure any ambiguity or to correct, modify or supplement any provision herein which may be inconsistent with any other provision herein or to correct any error, (iv) to make any other provisions with respect to matters or questions arising hereunder which shall not be inconsistent with the then-existing provisions hereof, (v) to modify, alter, amend, add to or rescind any provision herein to comply with any applicable rules, regulations, orders or directives (including, without limitation, applicable conditions of the No- Action Letter) promulgated from time to time, (vi) to add to any covenants of ▇▇▇▇▇▇▇ Mac, the Sponsor or the Administrator for the benefit of the Noteholders or to surrender any right or power conferred upon ▇▇▇▇▇▇▇ Mac, the CertificateholderSponsor or the Administrator, or (vii) to cure acknowledge the successors and permitted assigns of any ambiguity, to correct party hereto and the assumption by any such successor or supplement any provisions in this Agreement or assign of such party’s covenants and obligations hereunder; provided that no such amendment for the purpose of adding any provisions to or changing specific purposes described 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 Certificateholder; provided, however, that such action clauses (iii) through (v) above shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the CertificateholderNoteholders, provided further as evidenced by the receipt by the Indenture Trustee of an Opinion of Counsel to that 10 days’ (effect or, alternatively, in the case of Fitchany particular Noteholder, 10 Business Days’) prior written notice of any an acknowledgment to that effect from such Noteholder (unless such Noteholder shall have consented to such amendment); and, provided further, that no such amendment be made available may adversely affect the interests of the Indenture Trustee (unless the Indenture Trustee shall have consented to each Rating Agency by the Administrator such amendment); and, if Moody’s notifies the Owner Trustee provided further, that no such amendment will result in a downgrading or withdrawal may adversely affect the interests of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from ▇▇▇▇▇▇▇ Mac (unless ▇▇▇▇▇▇▇ Mac has consented to such amendment. ). (b) This Agreement may also be amended from time to time by mutual written agreement of the Depositor parties hereto and, if any Notes are outstanding, with the written consent of the Indenture Trustee and the Owner Trusteeconsent of Holders of Notes entitled to at least a majority of the aggregate outstanding Class Principal Balance of the Original Notes (without giving effect to exchanges) allocated to each of the Classes of Notes that are materially and adversely affected by such amendment, for any other purpose; provided, that no amendment pursuant to this subsection shall be effective unless the Indenture Trustee shall have provided its consent with prior written notice respect to such amendment in accordance with the provisions of Section 16.03(c) of the Indenture. (c) No amendment may be made available to this Agreement unless the Rating Agencies by Sponsor, the Administrator, the Owner Trustee and the Indenture Trustee have received a Tax Opinion. (d) Any amendment to this Agreement that would affect the interests of ▇▇▇▇▇▇▇ Mac or Certificateholder shall require the prior consent of ▇▇▇▇▇▇▇ Mac or Certificateholder, as applicable. (e) No provision of Section 2.03 or 4.01 hereof may be amended in any manner unless (i) the Indenture Trustee, at the direction of Noteholders (to the extent required in accordance with the terms of the Indenture), and ▇▇▇▇▇▇▇ Mac have consented in writing thereto or (ii) all amounts under the Collateral Administration Agreement and Capital Contribution Agreement (including any contingent amounts that may become due and payable after any date of determination) have been paid in full, no Notes are outstanding and the Indenture has been discharged. (f) Any amendment of this Agreement which affects the rights or duties of the Certificate Registrar, the Indenture Trustee or the Certificate Paying Agent shall require the consent of the Holders of Notes evidencing not less than a majority of Certificate Registrar, the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders Certificate Paying Agent or the Certificateholder; providedIndenture Trustee, however, that no such amendment shall as applicable. (ag) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment to this Agreement or consentto the Certificate of Trust, the Owner Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. . (h) It shall not be necessary for the consent of the Certificateholder▇▇▇▇▇▇▇ Mac, the Certificateholder or 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 Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by ▇▇▇▇▇▇▇ Mac or the Certificateholder shall be subject to such reasonable requirements as the Sponsor and the Certificate Registrar may prescribe. The Owner Trustee shall have no duty or obligation to obtain or verify the consent of any party to any amendment hereto or to any other Basic Document. (i) 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. . (j) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee and the Indenture Trustee and the Certificateholder shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that (i) the execution of such amendment is authorized or permitted by this Agreement and (ii) that all conditions precedent to the execution and delivery of such amendment by the Trust or the Owner Trustee, as the case may be, have been satisfied. met. (k) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which to this Agreement that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. (l) The Sponsor shall deliver to each Rating Agency notice of any such amendment.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Owner Trustee and the Owner TrusteeTrust Agent, with the prior written consent of the Insurer, but without the consent of any of the Noteholders or the CertificateholderOwners, provided the Rating Agency Condition is satisfied, 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 herein which may be inconsistent with any of the provisions in herein or make any other provisions with respect to matters or questions arising hereunder that shall not be inconsistent with the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that (i) any such action shall not, as evidenced by an Opinion of Counsel, not materially and adversely affect in any material respect the interests of any Noteholder or Owner; (ii) any such action shall be deemed not to materially and adversely affect the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice interest of any Noteholder if the Rating Agency Condition is satisfied; and (iii) any such action shall be deemed not to materially and adversely affect the interest of any Owner if the Person requesting such amendment be made available obtains an opinion of counsel to each Rating Agency by the Administrator andsuch effect, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal Owners representing 100% of the then-current rating of any class of the Notes, such amendment shall become effective with the Percentage Interests consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from to such amendment. This . (b) Subject to Section 11.14, this Agreement may also be amended from time to time with the prior written consent of the Insurer by the Depositor Depositor, the Owner Trustee and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorTrust Agent, with the consent of Noteholders representing not less than 51% of the Outstanding Amount acting together as a single class (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder and on all future Holders of Notes such Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made thereon) and, if such amendment materially and adversely affects the interests of the Owners, with the consent of Owners evidencing not less than a majority 51% of the Outstanding Amount of Percentage Interests, provided, in each case the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Rating Agency Condition is satisfied, 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 or the CertificateholderOwners; 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, collections of payments on Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Owners or (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Percentage Interest of the Owners required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Owners of all the outstanding Notes and the Certificate. Promptly after Residual Interest Instruments. (c) Prior to the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Insurer, the Administrator and each Rating Agency. (d) Promptly after the execution of any such amendment or consent, the Trust Agent shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesOwner. It shall not be necessary for the consent of the CertificateholderOwners, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Owners 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 . (f) In connection with the execution of any amendment to this Agreement or any other Basic Document to which the Certificate Trust is a party and for which amendment the Owner Trustee's consent is sought, each of Trust, the Owner Trustee and the Trust Agent 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 Agreement the Basic Documents and that all conditions precedent to in the Basic Documents for the execution of such amendment and delivery thereof by the Trust, the Owner Trustee or the Trust Agent, as the case may be, have been satisfied. The Owner Trustee and the Trust Agent may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's or the Trust Agent's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended from time to time by the Depositor and the Owner Trusteeparties hereto by a written instrument signed by each of them, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderSecurityholders; provided, however, provided that such action shall not, as evidenced by an Opinion of CounselCounsel for the Depositor (which Opinion of Counsel may, adversely affect in any material respect as to factual matters, rely upon Officer’s Certificates of the interests of any Noteholder or Depositor) is addressed and delivered to the CertificateholderOwner Trustee, provided further that 10 days’ (or, in dated the case of Fitch, 10 Business Days’) prior written notice date of any such amendment, to the effect that the conditions precedent to any such amendment be made available have been satisfied and the Depositor shall have delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee an Officer’s Certificate dated the date of any such Amendment, stating that the Depositor reasonably believes that such amendment Amendment will result in not have a downgrading or withdrawal of material adverse effect on the then-current rating of any class of the Notes, such amendment shall become effective Securityholders. (b) This Agreement may also be amended from time to time with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (Certificateholders representing at least a 50% Percentage Interest, for which consents will the Seller has not be unreasonably withheld) 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 CertificateholderSecurityholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions received that shall be are required to be made for distributed on any Security without the benefit consent of the Noteholders or the Certificateholder related Securityholder, or (bii) reduce the aforesaid percentage of Securities the Outstanding Amount Holder of the Notes which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all such Certificates then outstanding or (iii) for federal income tax purposes, cause the outstanding Trust to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes and the Certificateto fail to be treated as indebtedness. Promptly after Prior to 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 each Certificateholder, the Indenture Trustee Trustee, the Administrator and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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, including, without limitation, amendments pursuant this Section, 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 and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own their respective rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, Trustee with prior written notice made available by the Depositor to the Rating Agencies by and the Administrator, with without the consent of the Holders of Notes evidencing not less than a majority any of the Outstanding Amount Noteholders or the Certificateholders to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or in any offering document used in connection with the initial offer and sale of the Notes and or the consent of the Certificateholder (which consents will not be unreasonably withheld) Certificates or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement which will not be inconsistent with other provisions of this Agreement; provided, however, that (i) no such amendment may materially adversely affect the interests of any Noteholder or any Certificateholder and (ii) no such amendment will be permitted unless an Opinion of Counsel is delivered to the Owner Trustee to the effect that such amendment will not cause the Trust to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder. (b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with prior written notice by the Depositor to the Rating Agencies and the Administrator, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that (x) no such amendment shall will be permitted unless an Opinion of Counsel is delivered to the Owner Trustee to the effect that such amendment will not cause the Trust to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (ay) no such amendment may: (i) 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 Receivables or distributions that shall be are required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to change any such amendment or eliminate the consent of the Certificateholder to any such amendmentNote Rate, 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 Agreement without the consent of all the Noteholders and Certificateholders adversely affected by the amendment; or (iii) adversely affect the rating assigned by any Rating Agency to any Class of Notes without the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than 66 2/3% of the aggregate principal amount of the then outstanding Notes of such Class. (c) An amendment to this Agreement shall be deemed not to materially adversely affect the interests of any Noteholder or Certificateholder if (i) the Person requesting such amendment obtains and delivers to the Certificate. Owner Trustee an Opinion of Counsel to that effect or (ii) the Rating Agency Condition is satisfied. (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 and the Certificateholder, Depositor shall furnish written notice of the substance of such amendment or consent to the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. . (e) It shall not be necessary for the consent of the Certificateholder, Certificateholders or the Noteholders or the Indenture Trustee pursuant to this Section 11.1(a) to approve the particular form of any proposed amendment or consent, 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 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. (f) 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. . (g) The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise. (h) Prior to the execution of any amendment to this Agreement or any amendment to any other agreement to which the Certificate of TrustTrust is a party, the Owner Trustee shall be entitled to receive and rely shall be fully protected in relying upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent in this Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Sponsor and the Owner Trustee, with the prior written consent of the Insurer and the Residual Certificateholders and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel 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 Certificateholderprior written consent of the Insurer, provided further that 10 days’ (orby the Sponsor and the Owner Trustee, in the case of Fitch, 10 Business Days’) with prior written notice of any to the Rating Agencies, and, to the extent such amendment be made available to each Rating Agency by materially and adversely affects the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal interests of the then-current rating of any class of the NotesNoteholders, such amendment shall become effective with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor , and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes Residual Certificateholders evidencing not less than a majority of the Outstanding Amount of the Notes and the interest in each Class (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 Certificateholder (which consents will transfer thereof or in exchange thereof or in lieu thereof whether or not be unreasonably withheldnotation 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 CertificateholderResidual Certificateholders; provided, however, that 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 Receivables Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Residual Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Residual Certificate, the Holders of which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateHolders 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 the each Residual Certificateholder, the Indenture Trustee Trustee, the Insurer and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee Residual Certificateholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor Depositor, the Company and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount Principal Balance of the Notes and the consent of the Certificateholder (which consents will Holders of Certificates evidencing not be unreasonably withheld) 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 CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateCertificates. 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 each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Seller and the Owner Trustee, with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, Certificateholders (i) to cure any ambiguity, to correct any defect or supplement any provisions in this Agreement which may be inconsistent with any other provision herein, to comply with any changes in the Code, or for the purpose of adding to make any other provisions with respect to matters or changing in any manner or eliminating any of questions arising under this Agreement which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderInsurance Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, Noteholder; provided further that 10 days’ (or, such action shall not adversely affect in any material respect the case of Fitch, 10 Business Days’) prior written notice interests of any Certificateholder without the consent of the Holders of Certificates evidencing not less than a majority in Percentage Interest; and provided further that if an Insurer Default has occurred and is continuing and the Security Insurer has not consented to such action, such action shall not materially and adversely affect the interest of the Security Insurer. An amendment shall be made available deemed not to adversely affect the interests of any Noteholder in any material respect if either each Rating Agency by confirms in writing that such amendment will not result in a reduction or withdrawal of such rating or none of Rating Agencies, within 10 days' after receipt of notice of such amendment, shall have notified the Administrator andSeller, if Moody’s notifies the Owner Trustee Servicer or the Issuer in writing that such amendment will result in a downgrading reduction or withdrawal of the then-then current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. . (b) This Agreement may also be amended from time to time 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 Seller and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and and, to the extent the Certificates are affected thereby, the consent of the Certificateholder (which consents will Holders of Certificates evidencing not be unreasonably withheld) less than a majority in Percentage Interest for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that subject to the express rights of the Security Insurer under the Basic Documents, no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or Certificateholders, (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Percentage Interest required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and Holders of all outstanding Certificates or (iii) if an Insurer Default shall have occurred and be continuing, and the CertificateSecurity Insurer has not consented to such action, such action shall not adversely affect in any material respect the interests of the Security Insurer. Promptly after the execution of any such amendment or consent, the Owner Trustee Servicer shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. . (c) It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. (d) 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 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 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 or immunities under this Agreement or otherwise. The Servicer shall furnish copies of any such amendments to this Agreement to each Rating Agency and the Security Insurer.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available given to each Rating Agency by the Administrator and, if Moody’s a Rating Agency notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-then current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) Notwithstanding anything herein to the contrary, so long as any amount owed under the Notes remain outstanding, the Trust shall not amend Section 2.03, 3.04, 3.05, 4.01, 4.04, 9.01 or 9.02 or this Article XI without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Amount of the Notes). (b) Subject to (c) and (d) below, this Agreement may be amended only by a written instrument signed by the Owner Trustee and all of the Owners at the time of such amendment and with the satisfaction of the Rating Agency Condition with respect to such amendment; provided, however, that if, in the opinion of the Owner Trustee, any instrument required to be so executed adversely affects any right, duty or liability of, or immunity or indemnity in favor of, the Owner Trustee under this Agreement or any of the documents contemplated hereby to which the Owner Trustee is a party, or would cause or result in any conflict with or breach of any terms, conditions or provisions of, or default under, the charter documents or by-laws of the Owner Trustee or any document contemplated hereby to which the Owner Trustee is a party, the Owner Trustee may in its sole discretion decline to execute such instrument. (c) This Agreement may be amended by the Depositor and the Owner Trustee, Trustee without the consent of any of the Noteholders or the CertificateholderOwners, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderOwners; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ Owners. (or, in the case of Fitch, 10 Business Days’d) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, Trustee (i) with the consent of the Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes and (ii) with the consent of the Certificateholder (which consents will Owners of Trust Certificates evidencing not be unreasonably withheld) less than a majority of the aggregate Ownership Percentage, for the purpose of adding any provisions to or 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 CertificateholderOwners; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Owners or (b) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Ownership Percentage of Trust Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes Noteholders and the Certificate. Owners. (e) 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 Certificateholder, each Owner and the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. Trustee. (f) It shall not be necessary for the consent of the Certificateholder, the Noteholders Owners or the Indenture Trustee Noteholders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof by Owners shall be subject to the Certificate of Trust, such reasonable requirements as the Owner Trustee shall cause the filing of such amendment with the Secretary of State. may prescribe. (g) Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee and the Indenture Trustee shall 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 or immunities under this Agreement or otherwise. (h) As a condition to entering into any amendment or supplement of this Agreement pursuant to this Section 11.01, the Owner Trustee shall have received an Opinion of Counsel to the effect that such amendment or supplement will not cause the Trust to be treated for U.S. federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel-------- ------- 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 Certificateholderprior 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, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) with prior written notice of any to the Rating Agencies, to the extent such amendment be made available to each Rating Agency by materially and adversely affects the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal interests of the then-current rating of any class of the NotesNoteholders, such amendment shall become effective with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not 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 unreasonably withheldconclusive 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 Certificateholder; provided, however, that that, subject to the express rights of the Security 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateCertificateholder. 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 Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by 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 Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Seller and the Owner Trustee, with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, Certificateholders (i) to cure any ambiguity, to correct any defect or supplement any provisions in this Agreement which may be inconsistent with any other provision herein, to comply with any changes in the Code, or for the purpose of adding to make any other provisions with respect to matters or changing in any manner or eliminating any of questions arising under this Agreement which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderInsurance Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, Noteholder; provided further that such action shall not adversely affect in any material respect the interests of any Certificateholder without the consent of the Holders of Certificates evidencing not less than a majority in Percentage Interest; and provided further that if an Insurer Default has occurred and is continuing and the Security Insurer has not consented to such action, such action shall not materially and adversely affect the interest of the Security Insurer. An amendment shall be deemed not to adversely affect the interests of any Noteholder in any material respect if either each Rating Agency confirms in writing that such amendment will not result in a reduction or withdrawal of the then current rating of the outstanding Class(es) of Notes or none of Rating Agencies, within 10 days’ (or, in the case after receipt of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by amendment, shall have notified the Administrator andSeller, if Moody’s notifies the Owner Trustee Servicer or the Issuer in writing that such amendment will result in a downgrading reduction or withdrawal of the then-then current rating of any class the outstanding Class(es) of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. . (b) This Agreement may also be amended from time to time 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 Seller and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and and, to the extent the Certificates are affected thereby, the consent of the Certificateholder (which consents will Holders of Certificates evidencing not be unreasonably withheld) less than a majority in Percentage Interest for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that subject to the express rights of the Security Insurer under the Basic Documents, no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or Certificateholders, (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Percentage Interest required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and Holders of all outstanding Certificates or (iii) if an Insurer Default shall have occurred and be continuing, and the CertificateSecurity Insurer has not consented to such action, such action shall not adversely affect in any material respect the interests of the Security Insurer. Promptly after the execution of any such amendment or consent, the Owner Trustee Servicer shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. . (c) It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. (d) 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 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 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 or immunities under this Agreement or otherwise. The Servicer shall furnish copies of any such amendments to this Agreement to each Rating Agency and the Security Insurer.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agency, without the consent of any of the Indenture Trustee, the Noteholders or the Holding Trust Certificateholder, (i) to cure any ambiguityambiguity or to conform this Agreement to the Prospectus; provided, however, that the Owner Trustee and the Indenture Trustee will be entitled to receive and rely upon an Opinion of Counsel described in the penultimate paragraph of Section 10.1(b) in connection with such amendment or (ii) to correct or supplement any provisions in this Agreement, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that (A) such action shall not, as evidenced by an Opinion of CounselCounsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or the Holding Trust Certificateholder, provided further that 10 days’ or (or, in B) the case of Fitch, 10 Business Days’) prior written notice of any Rating Agency Condition shall have been satisfied with respect to such amendment be made available to each Rating Agency by and the Administrator and, if Moody’s notifies Servicer shall have notified the Indenture Trustee and the Owner Trustee in writing that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Rating Agency Condition has been satisfied with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. . (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Rating Agencies by Agency, without the Administratorconsent of the Indenture Trustee, and to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder Holder of the Holding Trust Certificate (which consents will not consent of the Holder of the Holding Trust Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive and binding on the 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 Holding Trust Certificateholder; provided, however, that to the extent not otherwise permitted by Section 10.1(a), no such amendment shall (aA) increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Holding Trust Certificateholder or (bB) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the percentage of Holding Trust Certificate required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes of each class affected thereby and the CertificateHolder of the Holding Trust 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 the Holding Trust Certificateholder, the Indenture Trustee and the Administrator, which Depositor (who shall make send such notification available to each of the Rating AgenciesAgency). It shall not be necessary for the consent of the Certificateholder, Holding Trust Certificateholder or the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holding Trust Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Holding Trust 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 Agreement and that all conditions precedent provided for in this Agreement, if any, to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into execute any such amendment to this Agreement or the Basic Documents which affects the Owner Trustee’s own rights, duties or immunities under immunities. No amendment pursuant to this Agreement Section 10.1 shall be effective which affects the rights, protections or otherwiseduties of the Holding Trust Certificate Registrar or the Holding Trust Certificate Paying Agent without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). The Depositor shall (i) obtain all such consents or (ii) certify that no such consent is required, upon which, in either case, the Owner Trustee may conclusively rely.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Indenture Trustee, the Noteholders or the Holding Trust Certificateholder, (i) to cure any ambiguityambiguity or to conform this Agreement to the Prospectus; provided, however, that the Owner Trustee and the Indenture Trustee will be entitled to receive and rely upon an Opinion of Counsel described in the penultimate paragraph of Section 10.1(b) in connection with such amendment or (ii) to correct or supplement any provisions in this Agreement, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that (A) such action shall not, as evidenced by an Opinion of CounselCounsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or the Holding Trust Certificateholder, provided further that 10 days’ or (or, in B) the case of Fitch, 10 Business Days’) prior written notice of any Rating Agency Condition shall have been satisfied with respect to such amendment be made available to each Rating Agency by and the Administrator and, if Moody’s notifies Servicer shall have notified the Indenture Trustee and the Owner Trustee in writing that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Rating Agency Condition has been satisfied with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. . (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Rating Agencies by Agencies, without the Administratorconsent of the Indenture Trustee, and to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder Holder of the Holding Trust Certificate (which consents will not consent of the Holder of the Holding Trust Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive and binding on the 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 Holding Trust Certificateholder; provided, however, that to the extent not otherwise permitted by Section 10.1(a), no such amendment shall (aA) increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Holding Trust Certificateholder or (bB) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the percentage of Holding Trust Certificate required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes of each class affected thereby and the CertificateHolder of the Holding Trust 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 the Holding Trust Certificateholder, the Indenture Trustee and the Administrator, which Depositor (who shall make send such notification available to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, Holding Trust Certificateholder or the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holding Trust Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Holding Trust 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 Agreement and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into execute any such amendment to this Agreement or the Basic Documents which affects the Owner Trustee’s own rights, duties or immunities under immunities. No amendment pursuant to this Agreement Section 10.1 shall be effective which affects the rights, protections or otherwiseduties of the Holding Trust Certificate Registrar or the Holding Trust Certificate Paying Agent without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). The Depositor shall (i) obtain all such consents or (ii) certify that no such consent is required, upon which, in either case, the Owner Trustee may conclusively rely.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement (including for the issuance of Fixed Value Securities pursuant to Section 2.03 of the Sale and Servicing Agreement) or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; 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 CertificateholderDepositor, provided further that 10 days’ (orthe Company and the Owner Trustee, in the case of Fitch, 10 Business Days’) with prior written notice of any such amendment be made available to each the Rating Agency by the Administrator andAgencies, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes Trust Certificates evidencing not less than a majority of the Outstanding Amount of Percentage Interests evidenced by the Notes Trust Certificates and the consent of the Certificateholder (which consents will Holders of Overcollateralization Certificates evidencing not be unreasonably withheld) 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 CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates or of the principal amount of the Certificate Balance with respect to the Overcollateralization Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes Notes, Trust Certificates and the CertificateOvercollateralization 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor Sponsor, the Seller 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 Noteholders, the Certificateholders or the CertificateholderIndenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or Certificateholder. An amendment described above shall be deemed not to adversely affect in any material respect the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice interests of any such Noteholder if the party requesting the amendment be made available to each satisfies the Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Depositor Sponsor, the Seller and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Holders Indenture Trustee, the Note Insurer, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Note Principal Balance of the Outstanding Amount Notes of all of the Notes Classes and the consent Certificateholders evidencing more than 50% of the Certificateholder (which consents will not be unreasonably withheld) Percentage Interests of the Trust, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders Noteholders, the Certificateholders or the Certificateholder or Note Insurer, (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 or eliminate the consent of the Certificateholder 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 CertificateCertificateholders 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 the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Note Insurer and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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 and that all conditions precedent to the execution of such amendment have been satisfiedmet. 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 and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s ▇▇▇▇▇’▇ notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-then current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, with the prior written consent of the Insurer (so long an Insurer Default shall not have occurred and be continuing), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this 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 in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. 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 Depositor, the Company and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Trust Certificates evidencing not less than 51% of the Certificate Balance (which consent of any Holder of a Note or Trust 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 Trust Certificate, as the case may be, issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made thereon) and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a majority 51% of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Notes, 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 or the CertificateholderCertificateholders; 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 Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or any Interest Rate or the Pass- Through Rate or (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Insurer and the Holders of all the outstanding Notes and Trust Certificates. (c) Prior to the Certificate. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Insurer, 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.approve

Supplements and Amendments. This Agreement may be amended by the Sponsor, the 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 Noteholders, the Certificateholders or the CertificateholderIndenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or Certificateholder. An amendment described above shall be deemed not to adversely affect in any material respect the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice interests of any such Noteholder if the party requesting the amendment be made available amendment (i) delivers an Opinion of Counsel, at the expense of the party requesting the change, delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that to such amendment will result in a downgrading effect, or withdrawal of (ii) satisfies the then-current rating of any class of the Notes, such amendment shall become effective Rating Agency Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Sponsor, the Depositor and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Holders Indenture Trustee, the Note Insurer, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Note Principal Balance of the Outstanding Amount Notes of all of the Notes Classes affected thereby and the consent Certificateholders evidencing more than 50% of the Certificateholder (which consents will not be unreasonably withheld) Percentage Interests of the Issuing Entity, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders Noteholders, the Certificateholders or the Certificateholder or Note Insurer, (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 or eliminate the consent of the Certificateholder 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 CertificateCertificateholders 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 the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Note Insurer and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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 and that all conditions precedent to the execution of such amendment have been satisfiedmet. 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 and the Owner Trustee, with the prior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) and the consent of the Swap Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Swap Provider) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel 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 Certificateholderprior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) and the written consent of the Swap Provider (unless, provided further that 10 days’ (orsuch amendment could not reasonably be expected to have a material adverse effect on the Swap Provider) by the Depositor and the Owner Trustee, in the case of Fitch, 10 Business Days’) with prior written notice of any to the Rating Agencies, to the extent such amendment be made available to each Rating Agency by materially and adversely affects the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal interests of the then-current rating of any class of the NotesNoteholders, such amendment shall become effective with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not 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 unreasonably withheldconclusive 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 Certificateholder; 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateCertificateholder. 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 Certificateholder, the Indenture Trustee Trustee, the Swap Provider and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by 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 Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Administrator and the Owner Trustee, with the prior written consent of the Security Insurer (so long as an Insurer Default will not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall will not, as evidenced by an Opinion of CounselCounsel 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 Certificateholderprior written consent of the Security Insurer (so long as an Insurer Default will not have occurred and be continuing), provided further that 10 days’ (orby the Depositor, in the case of FitchAdministrator and the Owner Trustee, 10 Business Days’) with prior written notice of any to the Rating Agencies, to the extent such amendment be made available to each Rating Agency by materially and adversely affects the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal interests of the then-current rating of any class of the NotesNoteholders, such amendment shall become effective with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder Majority Certificateholders (which consents consent of any Certificateholder or Noteholder given pursuant to this Section 10.1(b) or pursuant to any other provision of this Agreement will not be unreasonably withheldconclusive 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 CertificateholderCertificateholders; provided, however, that that, subject to the express rights of the Security Insurer under the Basic 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 Receivables or distributions that shall will be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and aforesaid percentage of the Certificateholders required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateCertificates. 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 the CertificateholderCertificateholders, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall will not be necessary for the consent of the CertificateholderCertificateholders, the 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 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 Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This (a) The Agreement may be amended by the Depositor Trust Depositor, and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this 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 in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor Trust Depositor, and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Required Holders, 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 or the Certificateholder; 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 Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholder, or (bii) eliminate the Certificateholder consent or reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the Trust Certificate. . (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 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution thereof by the Certificateholder 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) Notwithstanding anything herein to the contrary, so long as any amount owed under the Notes remain outstanding, the Trust shall not amend Section 2.03, 3.04, 3.05, 4.01, 4.04, 4.05, 9.01 or 9.02 or this Article XI without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Amount of the Notes). (b) Subject to (c) and (d) below, this Agreement may be amended only by a written instrument signed by the Owner Trustee and all of the Owners at the time of such amendment and with the satisfaction of the Notice Condition with respect to such amendment; provided, however, that if, in the opinion of the Owner Trustee, any instrument required to be so executed adversely affects any right, duty or liability of, or immunity or indemnity in favor of, the Owner Trustee under this Agreement or any of the documents contemplated hereby to which the Owner Trustee is a party, or would cause or result in any conflict with or breach of any terms, conditions or provisions of, or default under, the charter documents or by-laws of the Owner Trustee or any document contemplated hereby to which the Owner Trustee is a party, the Owner Trustee may in its sole discretion decline to execute such instrument. (c) This Agreement may be amended by the Depositor and the Owner Trustee, Trustee without the consent of any of the Noteholders or the CertificateholderOwners, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderOwners; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the CertificateholderOwners; provided, provided further that 10 days’ (orfurther, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will action shall not result in or cause a downgrading or withdrawal significant change to the permissible activities of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. Trust. (d) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, Trustee (i) with the consent of the Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (ii) with the consent of the Certificateholder (which consents will Owners of Trust Certificates evidencing not be unreasonably withheld) less than a majority of the aggregate Ownership Percentage, for the purpose of adding any provisions to or 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 CertificateholderOwners; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Owners or (b) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Ownership Percentage of Trust Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes Noteholders and the Certificate. Owners. (e) 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 Certificateholder, each Owner and the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. Trustee. (f) It shall not be necessary for the consent of the Certificateholder, the Noteholders Owners or the Indenture Trustee Noteholders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof by Owners shall be subject to the Certificate of Trust, such reasonable requirements as the Owner Trustee shall cause the filing of such amendment with the Secretary of State. may prescribe. (g) Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee and the Indenture Trustee shall 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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. (h) As a condition to entering into any amendment or supplement of this Agreement pursuant to this Section 11.01, the Owner Trustee shall have received an Opinion of Counsel to the effect that such amendment or supplement will not cause the Trust to be treated for U.S. federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.

Supplements and Amendments. (a) Notwithstanding anything herein to the contrary, so long as any amount owed under the Notes remain outstanding, the Trust shall not amend Section 2.03, 3.04, 3.05, 4.01, 4.04, 4.05, 9.01 or 9.02 or this Article XI without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Amount of the Notes). (b) Subject to (c) and (d) below, this Agreement may be amended only by a written instrument signed by the Owner Trustee and all of the Owners at the time of such amendment and with the satisfaction of the Rating Agency Condition with respect to such amendment; provided, however, that if, in the opinion of the Owner Trustee, any instrument required to be so executed adversely affects any right, duty or liability of, or immunity or indemnity in favor of, the Owner Trustee under this Agreement or any of the documents contemplated hereby to which the Owner Trustee is a party, or would cause or result in any conflict with or breach of any terms, conditions or provisions of, or default under, the charter documents or by-laws of the Owner Trustee or any document contemplated hereby to which the Owner Trustee is a party, the Owner Trustee may in its sole discretion decline to execute such instrument. (c) This Agreement may be amended by the Depositor and the Owner Trustee, Trustee without the consent of any of the Noteholders or the CertificateholderOwners, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderOwners; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the CertificateholderOwners; provided, provided further that 10 days’ (orfurther, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will action shall not result in or cause a downgrading or withdrawal significant change to the permissible activities of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. Trust. (d) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, Trustee (i) with the consent of the Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (ii) with the consent of the Certificateholder (which consents will Owners of Trust Certificates evidencing not be unreasonably withheld) less than a majority of the aggregate Ownership Percentage, for the purpose of adding any provisions to or 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 CertificateholderOwners; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Owners or (b) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Ownership Percentage of Trust Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes Noteholders and the Certificate. Owners. (e) 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 Certificateholder, each Owner and the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. Trustee. (f) It shall not be necessary for the consent of the Certificateholder, the Noteholders Owners or the Indenture Trustee Noteholders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof by Owners shall be subject to the Certificate of Trust, such reasonable requirements as the Owner Trustee shall cause the filing of such amendment with the Secretary of State. may prescribe. (g) Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee and the Indenture Trustee shall 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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. (h) As a condition to entering into any amendment or supplement of this Agreement pursuant to this Section 11.01, the Owner Trustee shall have received an Opinion of Counsel to the effect that such amendment or supplement will not cause the Trust to be treated for U.S. federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.

Supplements and Amendments. (a) This Agreement may be amended from time to time, including in connection with the execution of additional indentures, by a written amendment duly executed and delivered by the Depositor Beneficiary and the Owner Trustee, without the consent of the Indenture Trustee or any of the Noteholders or the CertificateholderNoteholders, upon issuance of an Issuer Tax Opinion and, to cure any ambiguity, to correct or supplement any provisions the extent a Collateral Certificate is included in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any property of the provisions in this Agreement or of modifying in any manner the rights Trust, a Master Trust Tax Opinion, which will not be expenses of the Noteholders or the CertificateholderOwner Trustee; provided, however, that such action shall amendment will not, as evidenced by an Opinion Officer’s Certificate of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available each Transferor addressed and delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee and the Indenture Trustee, be reasonably expected to have an Adverse Effect (as defined in the Indenture) and is not reasonably expected to have an Adverse Effect at any time in the future; provided further, however, that such amendment will result in a downgrading or withdrawal not significantly change the activities of the then-current rating of any class Trust. The Owner Trustee will not be responsible for determining whether such amendment to this Agreement will significantly change the activities of the NotesTrust. Additionally, such amendment shall become effective with notwithstanding any provision of this Article XI to the contrary and in addition to the immediately preceding paragraph, this Agreement may also be amended without the consent of the Holders of Notes evidencing not less than a majority Indenture Trustee or any of the Outstanding Amount Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the NotesTrust, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements or banking laws or regulations; provided further provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any solicitation of such consent time in the future and (ii) the Note Rating Agency Condition shall disclose the downgrading or withdrawal that would result from have been satisfied with respect to such amendment. Additionally, notwithstanding any other provision of this Section 11.01, this Agreement may be amended from time to time by an instrument signed by the Beneficiary and the Owner Trustee to modify, eliminate or add to the provisions of this Agreement (i) to facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Beneficiary, the Owner Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, in each case upon delivery by the Beneficiary to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Beneficiary, dated the date of any such amendment, to the effect that (A) the Beneficiary reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Beneficiary, the Owner Trustee, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment and, to the extent a Collateral Certificate is included in the property of the Trust, a Master Trust Tax Opinion with respect to such amendment; provided, however, that the Beneficiary shall deliver written notice of the substance of the proposed amendment to each Note Rating Agency at least 10 Business Days prior to the proposed effective date of such amendment (or such shorter period as is agreed to in writing by each Note Rating Agency). (b) This Agreement may also be amended from time to time time, by the Depositor and a written instrument executed by the Owner Trustee, at the written direction of the Beneficiary, and the Beneficiary, with prior written notice made available to each Note Rating Agency, upon issuance of an Issuer Tax Opinion and, to the Rating Agencies by extent a Collateral Certificate is included in the Administratorproperty of the Trust, a Master Trust Tax Opinion and (A) in the case of a significant change to subsection 2.03(a) which the Trust reasonably believes will not have an Adverse Effect (as defined in the Indenture), with the consent of the Holders holders of Notes evidencing not less than a majority of the Outstanding Dollar Principal Amount of the each series, class or tranche of Notes affected by such change, and (B) in all other cases, with the consent of the Certificateholder (which consents will holders of not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any less than 662/3% of the provisions Outstanding Dollar Principal Amount of this Agreement each series, class or tranche of modifying in any manner the rights of the Noteholders or the CertificateholderNotes affected by such change; provided, however, that that, without the consent of the holders of all of the Notes then outstanding, no such amendment shall will (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on in respect of any Receivables or any Collateral Certificates or distributions that shall be are required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Dollar Principal Amount of the Notes Notes, the holders of which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall Beneficiary will furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Note Rating AgenciesAgency. It shall will not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee Beneficiary pursuant to this Section 11.01 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. 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 The Owner Trustee shall will be entitled to receive receive, and rely upon will be fully protected in relying upon, an Opinion Officer’s Certificate of Counsel stating the Transferor or the Administrator to the effect that the execution of such amendment is authorized or permitted by this Agreement and that all the conditions precedent to the execution 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such Certificateholders under this Agreement. No amendment shall otherwise permitted under this Section 11.01 may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Noteholders and Certificateholders 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 CertificateIndenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator or an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Transferor and the Owner Trustee, [with the prior written consent of the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) and] with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel which may be based upon a certificate of the Servicer, delivered to the Owner Trustee, the Rating Agencies [and the Note Insurer,] adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time time[, with the prior written consent of the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing)] by the Depositor Transferor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, to the Administratorextent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority 50% of the Outstanding Amount of the Notes and outstanding Note Balance and, the consent of the Certificateholder (which consents will not consent of any Certificateholder given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive and binding on such Certificateholder and any future Certificateholder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that that[, subject to the express rights of the Note 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of Note Balance or the Notes Certificateholders required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Noteholders of all the outstanding Notes and the CertificateCertificateholder. 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 Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by 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 [and the Note Insurer] shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderIndenture Trustee, to (a) cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderHolder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the case of Fitch, 10 Business Days’) prior written notice of any such preceding proviso shall be required to be delivered if the Person requesting the amendment be made available to obtains a letter from each Rating Agency by Agencies stating that the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will would not result in a the downgrading or withdrawal of the then-current rating respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any class of the Notes, letters from any Rating Agency referred to above shall be required if such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentis made pursuant to (b) above. This Agreement may also be amended from time to time by the Depositor Depositor, the Administrator and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 662/3% of the Outstanding Amount Balance of the Notes Notes, and the consent of the Certificateholder (which consents will not be unreasonably withheld) 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 CertificateholderHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Certificateholder Holder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to any such amendment or eliminate to waive the requirement for the Holder to consent of the Certificateholder 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 CertificateHolder. Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the CertificateholderHolder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderHolder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the 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 and that all conditions precedent to Agreement. Neither the execution of such amendment have been satisfied. 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 or Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to each Rating Agency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion the satisfaction of Counselthe Rating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the each Rating Agencies by the AdministratorAgency, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will Holders of Certificates evidencing not be unreasonably withheld) less than a majority of the Certificate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the aforesaid Certificate Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the then-outstanding Notes and the CertificateCertificateholders of all then-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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders or 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 Agreement, any other Basic Document 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 and that all conditions precedent (if any) to the execution of such amendment specified in this Agreement and the other Basic Documents have been satisfiedmet. 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the written consent of the Holders of (x) Noteholders holding Notes evidencing not less than a majority of the Outstanding Amount Note Balance and (y) the Holders of Certificates evidencing not less than a majority of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) 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 CertificateholderCertificateholders; provided, however, that no such amendment shall shall: (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of and the Notes Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates. Notwithstanding the Certificateabove, the permitted activities of the Trust set forth in Section 2.3 may not be significantly amended without the consent of Noteholders, other than the Seller and its Affiliates as Noteholders, evidencing not less than a majority of the Outstanding Amount of the Notes held by parties exclusive of the Seller and its Affiliates. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, 10 days prior thereto), the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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 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 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 that 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 Depositor, the Company and the Owner Trustee, with the prior written consent of the Insurer (so long an Insurer Default shall not have occurred and be continuing), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this 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 in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. 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 Depositor, the Company and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Trust Certificates evidencing not less than 51% of the Certificate Balance (which consent of any Holder of a Note or Trust 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 Trust Certificate, as the case may be, issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made thereon) and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a majority 51% of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Notes, 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 or the CertificateholderCertificateholders; 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 Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or any Interest Rate or the Pass-Through Rate or (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Insurer and the Holders of all the outstanding Notes and Trust Certificates. (c) Prior to the Certificate. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Insurer, 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.approve

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice made available by the Administrator to each Rating Agency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or the Certificateholder; provided, provided further that 10 days’ (orfurther, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result shall not be deemed to adversely affect in a downgrading or withdrawal of any material respect the then-current rating interest of any class Noteholder or Certificateholder and no Opinion of Counsel shall be required if the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentRating Agency Condition is satisfied. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAdministrator to each Rating Agency, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will Holders of Trust Certificates evidencing not be unreasonably withheld) less than a majority of the aggregate Certificate Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Percentage Interest required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the then-outstanding Notes and the CertificateTrust 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 the each Certificateholder, the Indenture Trustee and the Administrator, which and the Administrator shall make such notification notice available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the 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 Agreement and an Officer’s Certificate from the Depositor stating that all the conditions precedent to the execution and delivery of such amendment have been satisfiedmet. 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with the prior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies and the Trustee, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time 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 made available to the Rating Agencies and the Trustee and the consent of the Certificateholders evidencing not less than a majority by aggregate Certificate Balance and, to the Administratorextent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal amount of the Notes and the (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 Certificateholder (which consents will transfer thereof or in exchange thereof or in lieu thereof whether or not be unreasonably withheldnotation of such consent is made upon the Certificate or Note) for the purpose of adding any provisions to or 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 CertificateholderCertificateholders; provided, however, that 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and Holders of all outstanding Certificates. For purposes of determining the Certificateextent to which an amendment does not have a material adverse effect on the Noteholders, the Owner Trustee may rely on an Opinion of Counsel, which may be based upon a certificate of the Servicer. Promptly after the execution of any such amendment or consent, the Owner Trustee Servicer shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice by the Servicer to the Rating Agencies (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the any Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Servicer to the Rating Agencies (which may be delivered by causing the Depositor to post a notice to the website maintained by the AdministratorDepositor for notifications to nationally recognized statistical rating organizations), with the consent of the Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (excluding for such purpose Notes owned by the consent 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 Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consents will not be unreasonably withheldexcluding 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 CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding affected Notes and the CertificateCertificates. 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 each Certificateholder, the Indenture Trustee and the Administrator, which shall make Servicer. The Servicer will thereafter deliver a copy of such notification available notice to each Rating Agency (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations). 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 Rating AgenciesSale 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 the CertificateholderCertificateholders, 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 -------------------------- from time to time, by a written amendment duly executed and delivered by the Depositor Transferor and the Owner Trustee, with the written consent of the Indenture Trustee, but without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall notamendment will not (i) as evidenced by an Officer's Certificate of the Transferor addressed and delivered to the Owner Trustee and the Indenture Trustee, materially and adversely affect the interest of any Noteholder or the Owner and (ii) as evidenced by an Opinion of CounselCounsel addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect cause the Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Transferor and the Owner Trustee without the consent of the Indenture Trustee or any of the Noteholders to 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 of any Noteholder or Trust (i) to qualify as, and to permit an election to be made to cause the CertificateholderTrust to be treated as, provided further that 10 days’ (or, a "financial asset securitization investment trust" as described in the case provisions of FitchSection 860L of the Code, 10 Business Days’and (ii) prior written notice to avoid the imposition of any such amendment be made available state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (ii) each Rating Agency by will have notified the Administrator andTransferor, if Moody’s notifies the Servicer, the Indenture Trustee and the Owner Trustee in writing that such the amendment will not result in a downgrading reduction or withdrawal of the then-current rating of any class outstanding Series or Class as to which it is a Rating Agency and (iii) such amendment does not affect the rights, duties or obligations of the NotesOwner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders pursuant to the preceding sentence may include, such without limitation, the addition of a sale of Receivables. This Agreement may also be amended from time to time by a written amendment shall become effective duly executed and delivered by the Transferor and the Owner Trustee, with prior written notice to each Rating Agency, with the consent of the Indenture Trustee and, the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 CertificateholderNoteholders; provided, however, that without the consent of all Noteholders, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be are required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes Notes, the Holders of which are required to consent to any such amendment; provided -------- further, such amendment or eliminate shall be subject to delivery to the consent Indenture Trustee of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate------- a Tax Opinion. 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 the Administrator to the effect that the execution of conditions to such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s M▇▇▇▇’▇ notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-then current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, with the prior written consent of the Insurer (so long an Insurer Default shall not have occurred and be continuing), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this 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 in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. 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 Depositor, the Company and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Trust Certificates evidencing not less than 51% of the Certificate Balance (which consent of any Holder of a Note or Trust 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 Trust Certificate, as the case may be, issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made thereon) and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a majority 51% of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Notes, 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 or the CertificateholderCertificateholders; 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 Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or any Interest Rate or the Pass-Through Rate or (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Insurer and the Holders of all the outstanding Notes and Trust Certificates. (c) Prior to the Certificate. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Insurer, 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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. Promptly after the execution The manner of obtaining such consents (and any amendment to the Certificate other consents 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 Certificateholders provided for in this Agreement or the Certificate in any other Basic Document) and 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.evidencing the

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with the prior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this 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 in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. 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 made available to the Rating Agencies by the Administrator, with the consent of the Holders of Trust Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest (which consent of any Holder of a Note or Trust 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 Trust Certificate, as the case may be, issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made thereon) and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a majority 51% of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Notes, 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 or the CertificateholderCertificateholders; 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 Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or any Interest Rate or (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Percentage Interest required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Insurer and the Holders of all the outstanding Notes and Trust Certificates. (c) Prior to the Certificate. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Insurer, 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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. Promptly after the execution The manner of obtaining such consents (and any amendment to the Certificate other consents 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 Certificateholders provided for in this Agreement or the Certificate in any other Basic Document) and 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.evidencing the

Supplements and Amendments. This (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, without the consent of the Indenture Trustee, any Noteholder, the Trust or any other Person subject to the satisfaction of one of the Noteholders following conditions: (i) the Depositor delivers an Officer’s Certificate or Opinion of Counsel to the Certificateholder, 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 effect that such amendment will not materially and adversely affect the interests of the provisions in this Agreement or of modifying in any manner Noteholders; or (ii) the rights of the Noteholders or the CertificateholderRating Agency Condition is satisfied with respect to such amendment; provided, howeverthat 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 Certificates 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 such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ Certificateholders. 27 (or, in the case of Fitch, 10 Business Days’Nissan 2014-B Amended & Restated Trust Agreement) (b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) 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 Certificateholder; provided, however, that no such amendment shall Certificateholders with the consent of: (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections Holders of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage Notes evidencing not less than a majority of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will not be necessary for the consent of Noteholders or Certificateholders to approve the Certificateholder to particular form of any proposed amendment or consent, but it will be sufficient if such amendment, without consent approves the consent of the holders of all the outstanding Notes and the Certificate. substance thereof. (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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make . The Administrator will thereafter deliver a copy of such notification available notice to each Rating Agency pursuant to Section 1(d) of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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. Administration Agreement. (d) 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.the

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with the prior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or or, in the event that the Depositor is not the sole Certificateholder, the Certificateholders, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel which may be based upon a certificate of the Master Servicer, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time 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 made available to the Rating Agencies by Agencies, to the Administratorextent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and and, the consent of the Certificateholder Certificateholders evidencing not less than a majority of the Certificate Balance (which consents will 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 transfer thereof or in exchange thereof or in lieu thereof whether or not be unreasonably withheldnotation of such consent is made upon the Certificate or Note) for the purpose of adding any provisions to or 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 CertificateholderCertificateholders; provided, however, that 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance, the Holders of which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateHolders 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the 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 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 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Securities Administrator and the Owner Trustee, with the consent of the Certificateholder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderIndenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder or the Certificateholder or (ii) result in an entity level tax on the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further and no opinion referred to in clause (i) of the preceding proviso shall be required to be delivered, if the Person requesting the amendment obtains a letter from each Rating Agencies stating that 10 days’ (or, the amendment would not result in the case downgrading, withdrawal or qualification of Fitch, 10 Business Days’) prior written notice of any such amendment be made available the respective ratings then assigned to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any applicable class of Notes. Notwithstanding the Notespreceding sentence, such amendment an opinion shall become effective be required with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentrespect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Depositor Depositor, the Securities Administrator and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Holders of Notes Indenture Trustee, Noteholders evidencing not less more than a majority 66-2/3% of the Outstanding then-outstanding aggregate Class Principal Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, result in an entity level tax on the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables in respect of the Trust Fund or distributions payments that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding then-outstanding aggregate Class Principal Amount of the Notes required to consent to any such amendment or eliminate to waive the consent of requirement for the Certificateholder to consent to any such amendment, in either case of clause (a) or (b) without the consent of all of the holders Noteholders and the Certificateholder. Notwithstanding the foregoing, no provision of all Sections 2.3, 3.3 or 5.5 hereof may be amended in any manner unless (i) the Noteholders representing 100% of the then-outstanding Notes by aggregate Class Principal Amount 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 CertificateIndenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee Securities Administrator shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders Noteholders, the Rating Agencies or the Indenture Trustee pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee Trustee, the Securities Administrator, the Certificate Registrar and the Certificate Paying Agent shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to Agreement. None of the execution of such amendment have been satisfied. The Owner Trustee mayTrustee, but the Certificate Registrar, the Certificate Paying Agent nor the Securities Administrator shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s, the Certificate Registrar’s, the Certificate Paying Agent’s or the Securities Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders Noteholders, the Certificateholders or the CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders Noteholders, the Certificateholders or the CertificateholderSwap Counterparty; provided, however, that an Officer’s Certificate delivered is by the Servicer to the Owner Trustee and the Indenture Trustee in connection with such action shall amendment certifying that either (i) such officer reasonably believes such amendment will not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or (ii) (i) has received a letter from Standard & Poor’s to the Certificateholder, effect that Standard & Poor’s will not reduce or withdraw the rating it has then currently assigned to any Class of Notes as a result of such amendment and (ii) has provided further that ▇▇▇▇▇’▇ with 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by and ▇▇▇▇▇’▇ shall not have notified the Administrator and, if Moody’s notifies Indenture Trustee and/or the Owner Trustee Trustee, as the case may be, that such amendment will might or would result in a downgrading the reduction or withdrawal of the then-current rating it has then currently assigned to any Class of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Indenture Trustee and the consent of: (i) if the interests of the Noteholders are adversely affected, the Holders of Notes evidencing at least a majority of the outstanding Principal Balance of each affected Class of Notes, acting as a single Class but excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, (ii) if the interests of the Certificateholders are adversely affected, the Holders of the Certificates evidencing not less than a majority of the Outstanding Amount Percentage Interest, and/or (iii) if the interests of the Notes and Swap Counterparty are adversely affected, the consent of the Certificateholder (which consents will not be unreasonably withheld) Swap Counterparty, for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such Certificateholders. 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 Receivables or distributions that shall be required to be made for the benefit to Holders of the Noteholders any Class of Notes or the Certificateholder Certificateholders without the consent of all Holders of each affected Class of Notes or all Holders of each affected Certificates, as the case may be, or (by) reduce the aforesaid percentage of the Outstanding Amount of Notes or the Notes Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all each Class of Notes or the outstanding Certificates, as the case may be, affected thereby; provided, however, any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect a Noteholder or Certificateholder if the Indenture Trustee and/or the Owner Trustee, as the case may be, (1) has received a letter from Standard & Poor’s to the effect that Standard & Poor’s will not reduce or withdraw the rating it has then currently assigned to any Class of Notes as a result of such amendment, (2) has provided ▇▇▇▇▇’▇ with 10 days prior written notice of such amendment and ▇▇▇▇▇’▇ shall not have notified the Indenture Trustee and/or the Owner Trustee, as the case may be, that such amendment might or would result in the reduction or withdrawal of the rating it has then currently assigned to any Class of Notes and (3) with respect to any amendment referred to in clause (x) above, the CertificateServicer delivers an Officer’s Certificate to the Owner Trustee and the Indenture Trustee, stating that such amendment shall not, in the reasonable expectation of such officer, adversely affect in any material respect the interests of any Noteholder of such Class or any Certificateholder, as 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 the Certificateholder, the Swap Counterparty, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be -------------------------- amended by the Depositor and the Owner Trustee, with the prior written consent of the 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, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment This Agreement may also be made available to each Rating Agency amended by the Administrator and, if Moody’s notifies Depositor and the Owner Trustee that from time to time, (i) with the prior written consent of the Insurer (so long as any Notes are Outstanding and an Insurer Default shall not have occurred and be continuing) but without the consent of any Noteholders or Certificateholders or, (ii) if an Insurer Default shall have occurred and be continuing, with (x) the consent of a Note Majority, if Notes are Outstanding and to the extent such amendment will result in a downgrading or withdrawal materially and adversely affects the interests of the then-current rating of any class of the NotesNoteholders, such amendment shall become effective with and (y) the consent of the Holders of Notes Certificates evidencing not less than a majority of the Outstanding Amount 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 Notes; provided further that any solicitation transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent shall disclose is made upon the downgrading Certificate or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, Note) with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 CertificateholderCertificateholders; provided, however, that 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and Holders of all outstanding Certificates; provided, further, that no such amendment shall affect the Certificate. 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended from time to time by the Depositor Settlor, the Administrator, and the Owner Underlying Trustee, with the prior written consent of the Indenture Trustee (on behalf of the Certificateholder), provided, that no amendment that adversely affects the Holders of the Notes or the Trust Certificates shall be entered into without the consent of any of (i) the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ Required Holders and (or, in the case of Fitch, 10 Business Days’ii) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes Trust Certificates evidencing not less than a majority of the Outstanding Amount Certificate Interests (in each case including, respectively, all of the Notes; provided further that any solicitation Noteholders and the Holders of such consent shall disclose the downgrading or withdrawal that would result from Trust Certificates affected by such amendment. This ). (b) Notwithstanding the foregoing, this Agreement may also be amended from time to time by the Depositor and the Owner TrusteeSettlor, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of Underlying Trustee to conform the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions terms of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholderterms as described in the Settlor’s Prospectus dated on or about June 7, 2016 with respect to the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. Notes. (c) It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee Certificateholder 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. Promptly after The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution of any amendment thereof by the Certificateholder shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Underlying Trustee shall cause the filing of such amendment with the Secretary of State. may prescribe. (d) Prior to the execution of any amendment to this Agreement (or the Certificate of Trust, ) the Owner Underlying Trustee shall be entitled to receive and rely upon an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Underlying Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Underlying Trustee’s own rights, duties or immunities under this Agreement or otherwise. (e) Promptly after the execution of any amendment to the Certificate of Trust, the underlying trustee will file, or cause the filing of, such amendment with the Delaware Secretary of State.

Supplements and Amendments. (a) This Agreement may be amended from time to time by the Depositor and the Owner Trusteeparties hereto by a written instrument signed by each of them, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderSecurityholders; provided, however, provided that such action shall not, as evidenced by an Opinion of CounselCounsel for the Depositor (which Opinion of Counsel may, adversely affect in any material respect as to factual matters, rely upon Officer’s Certificates of the interests of any Noteholder or Depositor) is addressed and delivered to the CertificateholderOwner Trustee, provided further that 10 days’ (or, in dated the case of Fitch, 10 Business Days’) prior written notice date of any such amendment, to the effect that the conditions precedent to any such amendment be made available have been satisfied and the Depositor shall have delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee an Officer’s Certificate dated the date of any such Amendment, stating that the Depositor reasonably believes that such amendment Amendment will result in not have a downgrading or withdrawal of material adverse effect on the then-current rating of any class of the Notes, such amendment shall become effective Securityholders. (b) This Agreement may also be amended from time to time with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (Certificateholders representing at least a 50% Percentage Interest, for which consents will the Seller has not be unreasonably withheld) 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 CertificateholderSecurityholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions received that shall be are required to be made for distributed on any Security without the benefit consent of the Noteholders or the Certificateholder related Securityholder, or (bii) reduce the aforesaid percentage of Securities the Outstanding Amount Holder of the Notes which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the such Certificates then outstanding Notes and the Certificateor cause any material adverse tax consequences to any Certificateholders or Noteholders. Promptly after Prior to 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 each Certificateholder, the Indenture Trustee Trustee, the Administrator and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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, including, without limitation, amendments pursuant this Section, 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 and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own their respective rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Transferor and the Owner Trustee, with the prior written consent of the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel which may be based upon a certificate of the Servicer, delivered to the Owner Trustee, the Rating Agencies and the Note Insurer, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time time, with the prior written consent of the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) by the Depositor Transferor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, to the Administratorextent such amendment materially and adversely affects the interests of the Class A Noteholders, with the consent of the Holders of Notes Class A Noteholders evidencing not less than a majority 50% of the Outstanding Amount outstanding Class A Note Balance, to the extent such amendment materially and adversely affects the interests of the Notes and Class B Noteholders, with the consent of the Class B Noteholders evidencing not less than 50% of the outstanding Class B Note Balance and, the consent of the Certificateholder (which consents will not consent of any Certificateholder given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive and binding on such Certificateholder and any future Certificateholder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that that, subject to the express rights of the Note 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of Class A Note Balance, the Notes Class B Note Balance or the Certificateholders required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Noteholders of all the outstanding Class A Notes and and/or Class B Notes, as applicable, or the CertificateCertificateholder, as the case may be. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by 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 and the Note Insurer shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This (a) Any term or provision of this Agreement may be amended by the Depositor and parties hereto, with the Owner Trusteewritten consent of the Insurer (so long as the Insurer is the Controlling Party), but without the consent of any of the Noteholders or the CertificateholderNoteholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement, to comply with changes in the Code, to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle, or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, provided that such action amendment shall not, as evidenced by an Opinion of CounselCounsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect in any material respect the interests of any Noteholder or the CertificateholderNoteholder; provided, provided further that 10 days’ (orfurther, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of shall be deemed not to materially and adversely affect the then-current rating interests of any class Noteholder, and no Opinion of Counsel shall be required, if the NotesRating Agency Condition is satisfied with respect to such amendment; provided, further, that if the Insurer is not the Controlling Party, such amendment shall become effective with not materially and adversely affect the interests of the Insurer without the prior written consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Insurer. (b) Subject to Section 11.14, this Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administratorparties hereto, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Controlling Party, for the purpose of adding any provisions to or 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 CertificateholderInsurer; provided, howeverthat if the Insurer is not the Controlling Party, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section 11.1(b) shall materially and adversely affect the interests of the Insurer without the prior written consent of the Insurer. It will not be necessary to obtain the consent of Noteholders to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. Promptly The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders will be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any such amendment, the Seller shall provide written notification of the substance of such amendment to each Rating Agency, the Insurer and the Owner Trustee; and promptly after the execution of any such amendment or consent, the Seller shall furnish a copy of such amendment or consent to the Certificate of Trusteach Rating Agency, the Owner Trustee shall cause and the filing of such amendment with the Secretary of State. Indenture Trustee. (d) Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee and the Trust Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Trust Agent may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Trust Agent’s own rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. (a) This Agreement may be amended from time to time by the Depositor and parties hereto with the Owner Trusteeconsent of the Insurer (for so long as it is the Controlling Party), by a written instrument signed by each of them, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderSecurityholders; provided, however, provided that such action shall not, as evidenced by an Opinion of CounselCounsel for the Depositor (which Opinion of Counsel may, adversely affect in any material respect as to factual matters, rely upon Officer’s Certificates of the interests of any Noteholder or Depositor) is addressed and delivered to the CertificateholderOwner Trustee, provided further that 10 days’ (or, in dated the case of Fitch, 10 Business Days’) prior written notice date of any such amendment, to the effect that the conditions precedent to any such amendment be made available have been satisfied and the Depositor shall have delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee an Officer’s Certificate dated the date of any such Amendment, stating that the Depositor reasonably believes that such amendment Amendment will result in not have a downgrading or withdrawal of material adverse effect on the then-current rating of any class of the Notes, such amendment shall become effective Securityholders. (b) This Agreement may also be amended from time to time with the consent of the Holders Insurer (for so long as it is the Controlling Party), the consent of Notes the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (Certificateholders representing at least a 50% Percentage Interest, for which consents will the Seller has not be unreasonably withheld) 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 CertificateholderSecurityholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions received that shall be are required to be made for distributed on any Security without the benefit consent of the Noteholders or the Certificateholder related Securityholder, or (bii) reduce the aforesaid percentage of Securities the Outstanding Amount Holder of the Notes which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the such Certificates then outstanding Notes and the Certificateor cause any material adverse tax consequences to any Certificateholders or Noteholders. Promptly after Prior to 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 each Certificateholder, the Indenture Trustee Trustee, the Insurer and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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, including, without limitation, amendments pursuant this Section and pursuant to Section 10A.4, 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 and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own their respective rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. This (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to the satisfaction of one of the Noteholders following conditions: (i) the Depositor delivers an Officer’s Certificate or Opinion of Counsel to the Certificateholder, 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 effect that such amendment will not materially and adversely affect the interests of the provisions in this Agreement or of modifying in any manner Noteholders; or (ii) the rights of the Noteholders or the CertificateholderRating Agency Condition is satisfied with respect to such amendment; provided, howeverthat 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 Certificates 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 such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ Certificateholders. (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) 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 Certificateholder; provided, however, that no such amendment shall Certificateholders with the consent of: 29 (aNissan 2016-C Amended & Restated Trust Agreement) (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections Holders of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage Notes evidencing not less than a majority of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will not be necessary for the consent of Noteholders or Certificateholders to approve the Certificateholder to particular form of any proposed amendment or consent, but it will be sufficient if such amendment, without consent approves the consent of the holders of all the outstanding Notes and the Certificate. substance thereof. (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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make . The Administrator will thereafter deliver a copy of such notification available notice to each Rating Agency pursuant to Section 1(d) of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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. Administration Agreement. (d) 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. This (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, without the consent of the Indenture Trustee, any Noteholder, the Trust or any other Person subject to the satisfaction of one of the Noteholders following conditions: (i) the Depositor delivers an Officer’s Certificate or Opinion of Counsel to the Certificateholder, 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 effect that such amendment will not materially and adversely affect the interests of the provisions in this Agreement or of modifying in any manner Noteholders; or (ii) the rights of the Noteholders or the CertificateholderRating Agency Condition is satisfied with respect to such amendment; provided, howeverthat 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 Certificates 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 such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ Certificateholders. 27 (or, in the case of Fitch, 10 Business Days’Nissan 2013-C Amended & Restated Trust Agreement) (b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) 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 Certificateholder; provided, however, that no such amendment shall Certificateholders with the consent of: (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections Holders of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage Notes evidencing not less than a majority of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will not be necessary for the consent of Noteholders or Certificateholders to approve the Certificateholder to particular form of any proposed amendment or consent, but it will be sufficient if such amendment, without consent approves the consent of the holders of all the outstanding Notes and the Certificate. substance thereof. (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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make . The Administrator will thereafter deliver a copy of such notification available notice to each Rating Agency pursuant to Section 1(d) of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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. Administration Agreement. (d) 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, with the prior consent of the Securities Insurer, and with prior written notice to the Rating Agencies and the Securities Insurer, but without the consent of any of the Noteholders or the CertificateholderOwners or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; Owners provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or Owner or the Certificateholder, provided further that 10 days’ (or, rights of the Securities Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the case of Fitch, 10 Business Days’) prior written notice interests of any Noteholder or Owner if (i) an opinion of counsel is obtained to such effect, and (ii) the party requesting the amendment be made available to each satisfies the Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Depositor Depositor, the Company and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Indenture Trustee, the Securities Insurer, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 50% of the Outstanding Amount Percentage Interests in the Notes, the Holders of Residual Certificates evidencing more than 50% of the Notes and Percentage Interests in the consent of the Certificateholder (which consents will not be unreasonably withheld) Residual Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderOwners; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Residual Certificateholders or the Securities Insurer (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and Residual Certificates and the CertificateSecurities Insurer, and in the case of clause (b) without the consent of the holders of all the 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 the each Residual Certificateholder, the Indenture Trustee Trustee, the Securities Insurer and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderOwners, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Owners provided for in this XI-1 46 Agreement or in any other Transaction 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 Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and parties hereto with prior written notice to the Owner TrusteeAdministrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement), without the consent of any of the Noteholders or the CertificateholderSecurityholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; 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. (b) This Agreement may also be amended from time to time by the Certificateholderparties hereto, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) with prior written notice of any to the Administrator (who shall make such amendment be made notice available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal pursuant to Section 1.02(c) of the then-current rating of any class of the NotesAdministration Agreement), such amendment shall become effective with the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 CertificateholderCertificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders, (ii) increase or reduce any Interest Rate or Certificate Rate or (biii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and Trust Certificates affected thereby. (c) Prior to the Certificate. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement). (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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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. (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 . (f) In connection with the execution of any amendment to this Agreement or any other basic Document to which the Certificate of TrustIssuer is a party and for which amendment the Owner Trustee’s or the Delaware Trustee’s consent is sought, the Owner Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement or such other Basic Document, as the case may be, and that all conditions precedent to in this Agreement or such other Basic Document, as the case may be, for the execution of such amendment and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise. (g) [Notwithstanding any other provision in this Agreement, if the consent of the Swap Counterparty is required pursuant to the Swap Agreement to amend this Agreement, any such purported amendment shall to the fullest extent permitted by law, be null and void ab initio unless the Swap Counterparty consents in writing to such amendment; such consent shall not be unreasonably withheld.]

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(e) of the Administration Agreement), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, materially and adversely affect in any material respect the interests of any Noteholder or any Certificateholder. A supplement or amendment shall be deemed not to materially and adversely affect the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice interests of any such amendment be made available to each Noteholder or Certificateholder if the Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that Condition has been satisfied with respect to such amendment will result in a downgrading supplement or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agencies by Agency pursuant to Section 1(e) of the AdministratorAdministration Agreement), with the consent of the Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (excluding for such purpose Notes owned by the consent 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 Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consents will not be unreasonably withheldexcluding 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 CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding affected Notes and the CertificateCertificates. 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 each Certificateholder, the Indenture Trustee and the Administrator, which shall make . The Administrator will thereafter deliver a copy of such notification available notice to each Rating Agency pursuant to Section 1(e) of the Rating AgenciesAdministration Agreement. 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 the CertificateholderCertificateholders, 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, without the consent of the Indenture Trustee, any Noteholder, the Trust or any other Person subject to the satisfaction of one of the Noteholders following conditions: (i) the Depositor delivers an Officer’s Certificate or Opinion of Counsel to the Certificateholder, 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 effect that such amendment will not materially and adversely affect the interests of the provisions in this Agreement or of modifying in any manner Noteholders; or (ii) the rights of the Noteholders or the CertificateholderRating Agency Condition is satisfied with respect to such amendment; provided, howeverthat 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 Certificates 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 such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ Certificateholders. 27 (or, in the case of Fitch, 10 Business Days’Nissan 2014-A Amended & Restated Trust Agreement) (b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) 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 Certificateholder; provided, however, that no such amendment shall Certificateholders with the consent of: (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections Holders of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage Notes evidencing not less than a majority of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will not be necessary for the consent of Noteholders or Certificateholders to approve the Certificateholder to particular form of any proposed amendment or consent, but it will be sufficient if such amendment, without consent approves the consent of the holders of all the outstanding Notes and the Certificate. substance thereof. (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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make . The Administrator will thereafter deliver a copy of such notification available notice to each Rating Agency pursuant to Section 1(d) of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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. Administration Agreement. (d) 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. (a) This Agreement may be amended from time to time by the Depositor and the Owner Trusteeparties hereto, by a written instrument signed by each of them, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderSecurityholders; provided, however, provided that such action shall not, as evidenced by an Opinion of CounselCounsel for the Depositor (which Opinion of Counsel may, adversely affect in any material respect as to factual matters, rely upon Officer's Certificates of the interests of any Noteholder or Depositor) is addressed and delivered to the CertificateholderOwner Trustee, provided further that 10 days’ (or, in dated the case of Fitch, 10 Business Days’) prior written notice date of any such amendment, to the effect that the conditions precedent to any such amendment be made available have been satisfied and the Depositor shall have delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee an Officer's Certificate dated the date of any such Amendment, stating that the Depositor reasonably believes that such amendment Amendment will result in not have a downgrading or withdrawal of material adverse effect on the then-current rating of any class of the Notes, such amendment shall become effective Securityholders. (b) This Agreement may also be amended from time to time with the consent of the Holders of Notes Noteholders, evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (Certificateholders, representing at least a 50% Percentage Interest, for which consents will the Seller has not be unreasonably withheld) 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 CertificateholderSecurityholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions received that shall be are required to be made for distributed on any Security without the benefit consent of the Noteholders or the Certificateholder related Securityholder, or (bii) reduce the aforesaid percentage of Securities the Outstanding Amount Holder of the Notes which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the such Certificates then outstanding Notes and the Certificateor 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the 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 and that all conditions precedent to the execution of such amendment have been satisfied. 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 or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Transferor and the Owner Trustee, with the prior written consent of the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) and with prior written notice to the Demand Note Provider, the Demand Note Guarantor and the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholder (so long as the Certificate is outstanding), (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel which may be based upon a certificate of the Servicer, delivered to the Owner Trustee, the Rating Agencies and the Note Insurer, adversely affect in any material respect the interests of any Noteholder Noteholder, the Demand Note Provider, the Demand Note Guarantor or the Certificateholder, provided further that 10 days’ . (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time time, with the prior written consent of the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) by the Depositor Transferor and the Owner Trustee, with prior written notice made available to the Demand Note Provider, the Demand Note Guarantor and the Rating Agencies by Agencies, to the Administratorextent such amendment materially and adversely affects the interest of the Demand Note Provider or the Demand Note Guarantor, with the prior written consent of such Person, to the extent such amendment materially and adversely affects the interests of the Class A Noteholders, with the consent of the Holders of Notes Class A Noteholders evidencing not less than a majority 50% of the Outstanding Amount of the Notes and outstanding Class A Note Balance and, the consent of the Class R Certificateholder (which consents will not consent of the Class R Certificateholder given pursuant to this Section or pursuant to any other provision of this Agreement shall be unreasonably withheldconclusive and binding on such Class R Certificateholder and any future Class R Certificateholder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that that, subject to the express rights of the Note 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of Class A Note Balance or the Notes Certificateholder required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Noteholders of all the outstanding Class A Notes and or the CertificateClass R Certificateholder, as the case may be. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee Trustee, the Demand Note Provider, the Demand Note Guarantor and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.substance

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderIndenture Trustee, to (a) cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderHolder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the case of Fitch, 10 Business Days’) prior written notice of any such preceding proviso shall be required to be delivered if the Person requesting the amendment be made available to obtains a letter from each Rating Agency by Agencies stating that the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will would not result in a the downgrading or withdrawal of the then-current rating respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any class of the Notes, letters from any Rating Agency referred to above shall be required if such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentis made pursuant to (b) above. This Agreement may also be amended from time to time by the Depositor Depositor, the Administrator and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 662/3% of the Outstanding Amount Balance of the Notes Notes, and the consent of the Certificateholder (which consents will not be unreasonably withheld) 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 CertificateholderHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Certificateholder Holder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to any such amendment or eliminate to waive the requirement for the Holder to consent of the Certificateholder 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 CertificateHolder. Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the CertificateholderHolder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderHolder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Operative Document) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the 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 and that all conditions precedent to Agreement. Neither the execution of such amendment have been satisfied. 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 or Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) Notwithstanding anything herein to the contrary, so long as any amount owed under the Notes remain outstanding, the Trust shall not amend Section 2.03, 3.04, 3.05, 4.01, 4.04, 4.05, 9.01 or 9.02 or this Article XI without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Amount of the Notes). (b) Subject to (c) and (d) below, this Agreement may be amended only by a written instrument signed by the Owner Trustee and all of the Owners at the time of such amendment and with the satisfaction of the Rating Agency Condition with respect to such amendment; provided, however, that if, in the opinion of the Owner Trustee, any instrument required to be so executed adversely affects any right, duty or liability of, or immunity or indemnity in favor of, the Owner Trustee under this Agreement or any of the documents contemplated hereby to which the Owner Trustee is a party, or would cause or result in any conflict with or breach of any terms, conditions or provisions of, or default under, the charter documents or by-laws of the Owner Trustee or any document contemplated hereby to which the Owner Trustee is a party, the Owner Trustee may in its sole discretion decline to execute such instrument. (c) This Agreement may be amended by the Depositor and the Owner Trustee, Trustee without the consent of any of the Noteholders or the CertificateholderOwners, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderOwners; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the CertificateholderOwners; and provided further, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will action shall not result in or cause a downgrading or withdrawal significant change to the permissible activities of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. Trust. (d) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, Trustee (i) with the consent of the Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (ii) with the consent of the Certificateholder (which consents will Owners of Trust Certificates evidencing not be unreasonably withheld) less than a majority of the aggregate Ownership Percentage, for the purpose of adding any provisions to or 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 CertificateholderOwners; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Owners or (b) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Ownership Percentage of Trust Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes Noteholders and the Certificate. Owners. (e) 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 Certificateholder, each Owner and the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. Trustee. (f) It shall not be necessary for the consent of the Certificateholder, the Noteholders Owners or the Indenture Trustee Noteholders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof by Owners shall be subject to the Certificate of Trust, such reasonable requirements as the Owner Trustee shall cause the filing of such amendment with the Secretary of State. may prescribe. (g) Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee and the Indenture Trustee shall 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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. (h) As a condition to entering into any amendment or supplement of this Agreement pursuant to this Section 11.01, the Owner Trustee shall have received an Opinion of Counsel to the effect that such amendment or supplement will not cause the Trust to be treated for U.S. federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, with the prior written consent of the Insurer (so long an Insurer Default shall not have occurred and be continuing), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this 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 in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, Certificateholder or result in the case creation of Fitch, 10 Business Days’a new security. (b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. 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 Depositor, the Company and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Trust Certificates evidencing not less than 51% of the Certificate Balance (which consent of any Holder of a Note or Trust 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 Trust Certificate, as the case may be, issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made thereon) and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a majority 51% of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Notes, 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 or the CertificateholderCertificateholders; 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 Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or any Interest Rate or the Pass-Through Rate or (bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Insurer and the Holders of all the outstanding Notes and Trust Certificates and further provided that any such action will not, in an opinion of counsel satisfactory to the Certificate. Owner Trustee, result in the creation of a new security. (c) Prior to the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Insurer, 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 the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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. (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 . (f) In connection with the execution of any amendment to this Agreement or any other Basic Document to which the Certificate of TrustIssuer is a party and for which amendment the Owner Trustee's consent is sought, 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 Agreement the Basic Documents and that all conditions precedent to in the Basic Documents for the execution of such amendment and delivery thereof by the Issuer 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, with the prior consent of the Securities Insurer, and with prior written notice to the Rating Agencies and the Securities Insurer, but without the consent of any of the Noteholders or the CertificateholderOwners or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; Owners provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or Owner or the Certificateholder, provided further that 10 days’ (or, rights of the Securities Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the case of Fitch, 10 Business Days’) prior written notice interests of any Noteholder or Owner if (i) an opinion of counsel is obtained to such effect, and (ii) the party requesting the amendment be made available to each satisfies the Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Depositor Depositor, the Company and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Indenture Trustee, the Securities Insurer, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 50% of the Outstanding Amount of the Notes and Notes, the consent Holders of Certificates evidencing more than 50% of the Certificateholder (which consents will not be unreasonably withheld) Certificate Principal Balance and holders of Residual Interest Instruments evidencing more than 50% of the Percentage Interests of the Residual Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderOwners; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or the Securities Insurer (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Principal Balance or the Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder 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 CertificateSecurities Insurer, and in the case of clause (b) without the consent of the holders of all the outstanding Residual 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 the each Certificateholder, the Indenture Trustee Trustee, the Securities Insurer and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderOwners, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the 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 and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, and the Owner Trustee, without the consent of any of the Noteholders or the Equity Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this 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 in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests interest of any Noteholder or the Equity Certificateholder, provided further that 10 days’ ; (or, in the case of Fitch, 10 Business Days’b) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor Depositor, and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Required Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Equity Certificateholder, 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 or the Equity Certificateholder; 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 Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Equity Certificateholder, or (bii) reduce change in any manner the aforesaid percentage of the Outstanding Amount of the Notes Noteholder or Equity Certificateholder consent required to consent to any such amendment or eliminate the consent of the Certificateholder to for any such amendment, without the consent of the holders Holders of all the outstanding Notes and the Equity Certificate. ; and provided further that, in no event shall this Agreement be modified pursuant to this Section 11.01(b) without the satisfaction of the Rating Agency Condition. (c) Prior to the execution of any such amendment or consent, the Depositor shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee and the Administrator. (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 the Certificateholder, the Indenture Trustee Equity Certificateholder and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Equity Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Equity Certificateholder provided for in this Agreement or in any other Trust Agreement Transaction Document) and of evidencing the authorization of the execution thereof by the Equity Certificateholder, the Noteholders, or the Indenture Trustee 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 or supplement 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 and the other Trust Agreement Transaction Documents, and that all conditions precedent to the execution and delivery of such amendment as set forth in the applicable Trust Agreement Transaction Documents 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 own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with the prior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguityambiguity or defect or (ii) to correct, to correct supplement or supplement modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel 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 Certificateholderprior 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, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) with prior written notice of any to the Rating Agencies, to the extent such amendment be made available to each Rating Agency by materially and adversely affects the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal interests of the then-current rating of any class of the NotesNoteholders, such amendment shall become effective with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not 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 unreasonably withheldconclusive 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 Certificateholder; 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateCertificateholder. 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 Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by 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 Agreement 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s M▇▇▇▇’▇ notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or 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 Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding 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 the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 and that all conditions precedent to the execution 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 or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders Noteholders, the Certificateholders or the CertificateholderIndenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or Certificateholder. An amendment described above shall be deemed not to adversely affect in any material respect the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice interests of any such Noteholder if the party requesting the amendment be made available (i) delivers an Opinion of Counsel, at the expense of the party requesting the change, delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee to such effect and to the effect that such amendment will result in a downgrading not cause the Issuing Entity to be subject to an entity-level tax for federal income tax purposes, or withdrawal of (ii) satisfies the then-current rating of any class of the Notes, such amendment shall become effective Rating Agency Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, subject to the satisfaction of the Rating Agency Condition and with the prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders Indenture Trustee, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Class Note Balance of the Outstanding Amount Notes of all of the Notes Classes affected thereby and the consent Certificateholders evidencing more than 50% of the Certificateholder (which consents will not be unreasonably withheld) Percentage Interests of the Issuing Entity, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or Certificateholders, (b) reduce the aforesaid percentage of the Outstanding Amount Class Note Balance of the Outstanding Notes or the Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder 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 CertificateCertificateholders 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 the CertificateholderCertificateholders, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, 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 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 Agreement and that all conditions precedent to the execution of such amendment have been satisfiedmet. 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.