Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, parties hereto with prior written notice to the each Rating Agencies then rating the NotesAgency, without the consent of any of the NoteholdersSecurityholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or Certificateholder. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trusteeparties hereto, with prior written notice to the each Rating Agencies then rating the NotesAgency, 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 (ias such term is defined in the Indenture) the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders, (bii) increase or reduce any Interest Rate or Certificate Rate or (iii) reduce the aforesaid percentage of the Outstanding Amount of any class the Notes or of the Notes Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after outstanding Notes and Trust Certificates affected thereby. (c) Prior to the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderIndenture Trustee, the Indenture Trustee 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 Rating Agencies then rating the Notessubstance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Prior . (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) In connection with the execution of any amendment to this AgreementAgreement or any other basic Document to which the Issuer is a party and for which amendment the Owner Trustee's consent is sought, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating 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 met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Eligible Lender Owner Trustee’s or Delaware 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 mutual written agreement of the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, parties hereto without the consent of any of the Indenture Trustee or the Noteholders, : (i) to cure any ambiguitycorrect, 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 in this Agreement with respect to matters or questions arising ▇▇▇▇▇▇▇▇▇, (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 Freddie Mac, the Sponsor or the Administrator for the purpose of adding any provisions to or changing in any manner or eliminating any benefit of the provisions Noteholders or to surrender any right or power conferred upon Freddie Mac, the Sponsor or the Administrator, or (vii) to acknowledge the successors and permitted assigns of any party hereto and the assumption by any such successor or assign of such party’s covenants and obligations hereunder; provided that no such amendment for the specific purposes described in this Agreement or modifying in any manner the rights of the Noteholders; 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 the Noteholders, as evidenced by the receipt by the Indenture Trustee of an Opinion of Counsel to that effect or, alternatively, in the case of any particular Noteholder, or an acknowledgment to that effect from such Noteholder (iiunless such Noteholder shall have consented to such amendment); and, provided further, that no such amendment may adversely affect the interests of the Indenture Trustee (unless the Indenture Trustee shall have consented to such amendment); and, provided further, that no such amendment may adversely affect the interests of Freddie Mac (unless Freddie Mac has consented to such amendment). (b) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by mutual written agreement of the Eligible Lender Trusteeparties hereto and, if any Notes are outstanding, with the written consent of the Indenture Trustee and the consent 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 respect to such amendment in accordance with the provisions of Section 16.03(c) of the Indenture. (c) No amendment may be made to this Agreement unless the Sponsor, the Delaware Administrator, the Owner Trustee and the Indenture Trustee, with Trustee have received a Tax Opinion. (d) Any amendment to this Agreement that would affect the interests of Freddie Mac or Certificateholder shall require the prior written notice to the Rating Agencies then rating the Notes, with the consent of Freddie 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 Class A Indenture Trustee, at the direction of Noteholders evidencing not less than a majority (to the extent required in accordance with the terms of the Outstanding Amount of the Class A Notes Indenture), and Freddie Mac have consented in writing thereto or (ii) all amounts under the Class B Noteholders evidencing not less than a majority 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 Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions Indenture has been discharged. (f) Any amendment of this Agreement or modifying in any manner which affects the rights or duties of the Class A Noteholders Certificate Registrar, the Indenture Trustee or Class B Noteholders, as the case may be; provided, however, that no such amendment Certificate Paying Agent shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without require the consent of all of the Noteholders representing 100% of Certificate Registrar, the Outstanding Amount of such class of Notes. Certificate Paying Agent or the Indenture Trustee, as applicable. (g) Promptly after the execution of any such amendment to this Agreement or consentto the Certificate of Trust, the Eligible Lender Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. Agencies. (h) It shall not be necessary for the consent of the Freddie Mac, 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 Freddie Mac or the Certificateholder shall be subject to such reasonable requirements as the Eligible Lender Trustee 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 AgreementAgreement or the Certificate of Trust, the Eligible Lender Owner Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating (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 met or otherwise satisfied. met. (k) The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which to this Agreement that affects the Eligible Lender Trustee’s or Delaware 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. This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender TrusteeDepositor, the Delaware Owner Trustee and the Indenture TrusteeTrust Agent, with the prior written notice to consent of the Rating Agencies then rating the NotesInsurer, but without the consent of any of the NoteholdersNoteholders or the Owners, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating 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 modifying in any manner the rights of the NoteholdersAgreement; 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, Noteholder or Owner; (ii) any such action shall be deemed not to correct materially and adversely affect the interest of any manifest error in Noteholder if the terms of this Agreement as compared Person requesting the amendment obtains (A) a letter from each Rating Agency to the terms expressly set forth effect that the amendment would not result in a downgrading or withdrawal of the Prospectus. This ratings then assigned to the Notes by such Rating Agency or (B) an opinion of counsel to such effect; 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 obtains an opinion of counsel to such effect, or Owners representing 100% of the Percentage Interests consent to such amendment. (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 Eligible Lender TrusteeDepositor, the Delaware Owner Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesTrust Agent, with the consent of Noteholders representing not less than 51% of the Outstanding Amount acting together as a single class (iwhich consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder and on all future Holders of such Note 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 Class A Noteholders interests of the Owners, with the consent of Owners evidencing not less than a majority 51% of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesPercentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Agreement, or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beOwners; 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 Trust Student Loans Contracts or distributions that shall be required to be made for the benefit of the Noteholders or Owners or (bii) reduce the aforesaid percentage of the Outstanding Amount of any class the Notes or Percentage Interest of the Notes Owners required to consent to any such amendment, without the consent of the Owners of all outstanding Notes and Residual Interest Instruments. (c) Prior to the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the Noteholders representing 100% of the Outstanding Amount substance of such class of Notes. 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 Eligible Lender Trustee Trust Agent shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesOwner. It shall not be necessary for the consent of the Owners, 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 Eligible Lender Owner Trustee may prescribe. Prior . (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) In connection with the execution of any amendment to this AgreementAgreement or any other Basic Document to which the Trust is a party and for which amendment the Owner Trustee's consent is sought, each of the Eligible Lender Owner Trustee and the Delaware Trustee 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 an Officer’s Certificate from the Depositor stating 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 met or otherwise satisfied. The Eligible Lender Owner Trustee or and the Delaware Trustee Trust Agent may, but shall not be obligated to, enter into any such amendment which that affects the Eligible Lender Owner Trustee’s 's or Delaware Trustee’s the Trust Agent's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by a majority of the Eligible Lender TrusteeRegular Trustees, the Delaware Trustee Seller and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating by the NotesSeller, without the consent of any of the Noteholders, Noteholders or the 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 modifying in any manner the rights of the NoteholdersAgreement; provided, however, that (x) 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, and (y) that the Partnership Representative, without the consent of any other party, shall be entitled to make such amendments or (ii) modifications to correct any manifest error in the terms of this Agreement as compared are reasonably necessary or appropriate to address any future amendments to, or Regulations promulgated under, the terms expressly set forth in the Prospectus. Partnership Audit Procedures. (b) This Agreement may also be amended from time to time by a majority of the Eligible Lender TrusteeRegular Trustees, the Delaware Trustee Seller and the Indenture Owner Trustee, with (x) prior written notice to the Rating Agencies then rating by the NotesSeller and (y) prior to the Termination Date, with the written consent of the Majority Noteholders and thereafter, the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesMajority Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beother than under paragraph (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 Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders Noteholders; or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of the Outstanding Amount of such class of outstanding Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each the Seller (who shall promptly deliver a copy of such notice to the Rating Agencies then rating the NotesAgencies). It shall not be necessary for the consent of 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 (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Prior to Promptly after the execution of any amendment to this Agreementthe Certificate of Trust, the Eligible Lender Owner Trustee and shall cause the Delaware filing of such amendment with the Secretary of State. Prior to the execution by the Owner Trustee of any amendment to this Agreement or any Basic Document, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating Agreement, that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfiedsatisfied and that any such amendment would not result in the Trust becoming taxable as a corporation for federal income tax purposes. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware 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 Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; providedPROVIDED, howeverHOWEVER, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the outstanding Noteholders representing 100% of the Outstanding Amount of such class of Notesclass. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution CertificateholderCertificate, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 satisfiedAgreement. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware 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 mutual agreement of the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, parties hereto without the consent of any of the Indenture Trustee or the Noteholders, : (i) to cure any ambiguitycorrect, 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 in this Agreement 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 the Protected Party, Sponsor or Administrator for the purpose of adding any provisions to or changing in any manner or eliminating any benefit of the provisions Noteholders or to surrender any right or power conferred upon the Protected Party, Sponsor or Administrator, or (vii) to acknowledge the successors and permitted assigns of any party to a Basic Document and the assumption by any such successor or assign of such party’s covenants and obligations thereunder; provided that no such amendment for the specific purposes described in this Agreement or modifying in any manner the rights of the Noteholders; 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 the Noteholders, as evidenced by the receipt by the Indenture Trustee of an Opinion of Counsel to that effect or, alternatively, in the case of any particular Noteholder, or an acknowledgment to that effect from such Noteholder (iiunless such Noteholder shall have consented to such amendment) and, provided, further that no such amendment may adversely affect the interests of the Protected Party (unless the Protected Party has consented to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. such amendment). (b) This Agreement may also be amended from time to time by mutual agreement of the Eligible Lender Trusteeparties hereto and, if any Notes are outstanding, with the Delaware written consent of the Indenture Trustee at the direction of Noteholders 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. (c) No amendment may be made to this Agreement unless the Owner Trustee and Indenture Trustee have received a Tax Opinion. (d) Any amendment to this Agreement that would affect the interests of the Protected Party or Certificateholder shall require the prior consent of the Protected Party 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, with prior written notice at the direction of Noteholders (to the Rating Agencies then rating extent required in accordance with the Notesterms of the Indenture), with and the Protected Party have consented in writing thereto or (ii) all amounts under the Credit Protection 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 (i) the Class A Noteholders evidencing not less than a majority of Certificate Registrar, the Outstanding Amount of Certificate Paying Agent or the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B NoteholdersIndenture Trustee, as the case may be; provided, however, that no such amendment shall applicable. (ag) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment to this Agreement or consentto the Certificate of Trust, the Eligible Lender Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. Agencies. (h) It shall not be necessary for the consent of the Protected Party, 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 the Protected Party or the Certificateholder shall be subject to such reasonable requirements as the Eligible Lender Trustee 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 AgreementAgreement or the Certificate of Trust, the Eligible Lender Owner Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating (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 met or otherwise satisfied. met. (k) The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which to this Agreement that affects the Eligible Lender Trustee’s or Delaware Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended from time to time by mutual written agreement of the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, parties hereto without the consent of any of the Indenture Trustee or the Noteholders, : (i) to cure any ambiguitycorrect, 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 in this Agreement 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 Freddie Mac, the Sponsor or the Administrator for the purpose of adding any provisions to or changing in any manner or eliminating any benefit of the provisions Noteholders or to surrender any right or power conferred upon Freddie Mac, the Sponsor or the Administrator, or (vii) to acknowledge the successors and permitted assigns of any party hereto and the assumption by any such successor or assign of such party’s covenants and obligations hereunder; provided that no such amendment for the specific purposes described in this Agreement or modifying in any manner the rights of the Noteholders; 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 the Noteholders, as evidenced by the receipt by the Indenture Trustee of an Opinion of Counsel to that effect or, alternatively, in the case of any particular Noteholder, or an acknowledgment to that effect from such Noteholder (iiunless such Noteholder shall have consented to such amendment); and, provided further, that no such amendment may adversely affect the interests of the Indenture Trustee (unless the Indenture Trustee shall have consented to such amendment); and, provided further, that no such amendment may adversely affect the interests of Freddie Mac (unless Freddie Mac has consented to such amendment). (b) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by mutual written agreement of the Eligible Lender Trusteeparties hereto and, if any Notes are outstanding, with the written consent of the Indenture Trustee and the consent 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 respect to such amendment in accordance with the provisions of Section 16.03(c) of the Indenture. (c) No amendment may be made to this Agreement unless the Sponsor, the Delaware Administrator, the Owner Trustee and the Indenture Trustee, with Trustee have received a Tax Opinion. (d) Any amendment to this Agreement that would affect the interests of Freddie Mac or Certificateholder shall require the prior written notice to the Rating Agencies then rating the Notes, with the consent of Freddie 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 Class A Indenture Trustee, at the direction of Noteholders evidencing not less than a majority (to the extent required in accordance with the terms of the Outstanding Amount of the Class A Notes Indenture), and Freddie Mac have consented in writing thereto or (ii) all amounts under the Class B Noteholders evidencing not less than a majority 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 Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions Indenture has been discharged. (f) Any amendment of this Agreement or modifying in any manner which affects the rights or duties of the Class A Noteholders Certificate Registrar, the Indenture Trustee or Class B Noteholders, as the case may be; provided, however, that no such amendment Certificate Paying Agent shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without require the consent of all of the Noteholders representing 100% of Certificate Registrar, the Outstanding Amount of such class of Notes. Certificate Paying Agent or the Indenture Trustee, as applicable. (g) Promptly after the execution of any such amendment to this Agreement or consentto the Certificate of Trust, the Eligible Lender Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. Agencies. (h) It shall not be necessary for the consent of the Freddie Mac, 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 Freddie Mac or the Certificateholder shall be subject to such reasonable requirements as the Eligible Lender Trustee 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 AgreementAgreement or the Certificate of Trust, the Eligible Lender Owner Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating (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 met or otherwise satisfied. met. (k) The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which to this Agreement that affects the Eligible Lender Trustee’s or Delaware 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 Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, parties hereto with prior written notice to the each Rating Agencies then rating the NotesAgency, without the consent of any of the NoteholdersSecurityholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or Certificateholder. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trusteeparties hereto, with prior written notice to the each Rating Agencies then rating the NotesAgency, 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 (ias such term is defined in the Indenture) the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders, (bii) increase or reduce any Interest Rate or Certificate Rate or (iii) reduce the aforesaid percentage of the Outstanding Amount of any class the Notes or of the Notes Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after outstanding Notes and Trust Certificates affected thereby. (c) Prior to the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderIndenture Trustee, the Indenture Trustee 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 Rating Agencies then rating the Notessubstance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Prior . (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) In connection with the execution of any amendment to this AgreementAgreement or any other basic Document to which the Issuer is a party and for which amendment the Owner Trustee’s consent is sought, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating 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 met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Eligible Lender Trustee’s or Delaware 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 Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesTransferor, without the consent of the Indenture Trustee, any Noteholder, the Administrator, the Issuer, the Owner Trustee or any other Person subject to satisfaction of one of the Noteholders, following conditions: (i) to cure any ambiguity, to correct the Transferor or supplement any provisions in this Agreement the Servicer delivers an Officer’s Certificate or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not materially and adversely affect in any material respect the interests of any Noteholder, the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to correct such amendment. Without limiting the foregoing and subject to clause (b) below, any manifest error in the terms term or provision of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, Transferor with the consent of (i) the Class A 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 Class A Notes 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 have been given. (b) Notwithstanding anything herein to the contrary (including clause (c) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount Note Amount, the Holders of any class of the Notes which are required to consent to any such amendment, matter without the consent of all the Holders of at least the Noteholders representing 100% percentage of the Outstanding Note Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or which were required to consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. such matter before giving effect to such amendment. (c) It shall not be necessary for the consent of the Noteholders or the Indenture Trustee any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve Person consents to the substance thereof. The manner of obtaining such consents . (and any other consents of provided for in this Agreement or in any other Basic Documentd) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Eligible Lender Transferor shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Transferor shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Delaware 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 opinion of Counsel 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 and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Any term or provision of this Agreement may be amended by the Eligible Lender Trustee, Depositor and the Delaware Trustee and without the consent of the Indenture Trustee, with prior written notice any Noteholder, the Issuing Entity or any other Person subject to the Rating Agencies then rating the Notes, without the consent satisfaction of any one of the Noteholders, following conditions: (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by Depositor delivers an Opinion of Counsel, Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or the Certificateholders; or (ii) the Depositor delivers an Officer’s Certificate of the Depositor to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or the Certificateholders. An amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder, or (ii) Noteholders of a Class of Notes if the Rating Agency Condition has been satisfied with respect to correct any manifest error in the terms such amendment for such Class of this Agreement as compared to the terms expressly set forth in the ProspectusNotes. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Trustee, with prior written notice to the Rating Agencies then rating and the NotesCounterparties, with the written consent of (ix) the Class A Noteholders holding Notes evidencing not less than a majority of the Outstanding Amount Note Balance and (y) the Certificateholders holding in the aggregate more than 50% of the Class A Notes and (ii) beneficial interest in the Class B Noteholders evidencing not less than a majority Trust at the time of the Outstanding Amount of the Class B Notessuch action, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall shall: (a) increase reduce the interest or reduce in principal of any manner the amount of, Note or accelerate Certificate or delay the timing of, collections Final Scheduled Maturity Date of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders any Note or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of and the Notes beneficial interest in the Trust required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Trust Certificates. Notwithstanding the above, the permitted activities of the Noteholders representing 100% 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 such class the Notes held by parties exclusive of Notesthe Seller and its Affiliates. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies and the Counterparties, prior thereto), the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and Trustee, each of the Rating Agencies then rating and the NotesCounterparties. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the 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 and delivery of such amendment have has been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise. With respect to any amendment pursuant to this Section 11.1, if any amendment or supplement would either: (a) materially and adversely affect any of the Counterparties’ rights or obligations under an Interest Rate Swap Agreement or any other Basic Document; or (b) materially and adversely modify the obligations of, or materially and adversely impact the ability of, the Trust to fully perform any of the Trust’s obligations under an Interest Rate Swap Agreement, the Trust and the Indenture Trustee shall be required to first obtain the written consent of the applicable Counterparties to the affected Interest Rate Swap Agreements before entering into any such amendment or supplement (which consent shall not be unreasonably withheld).

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement inconsistent with any other provision of this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel satisfactory to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder; and provided further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, or any Noteholder or Certificateholder and (iiB) will not cause the Trust to correct be taxable as a corporation for federal or any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. Applicable Tax State income or franchise tax purposes. (b) This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders holders of Notes evidencing not less than a majority of the Outstanding Amount principal amount of the Class A Notes Outstanding and (ii) the Class B Noteholders holders of Certificates evidencing not less than a majority of the Outstanding Amount of the Class B NotesCertificate 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 Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Trust Student Loans Receivables or distributions that shall be are required to be made for the benefit of the Noteholders or the Certificateholders, or (bii) reduce the aforesaid percentage of the Outstanding Amount of any class principal amount of the Notes Outstanding and the Certificate Balance required to consent to any such amendment, without the consent of all of the Noteholders representing 100% and Certificateholders affected thereby; and provided further, that an Opinion of Counsel shall be furnished to the Outstanding Amount Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the federal or any Applicable Tax State income or franchise taxation of such class of Notes. any outstanding Note or Certificate, or any Noteholder or Certificateholder and (B) will not cause the Trust to be taxable as a corporation for federal or any Applicable Tax State income or franchise tax purposes. (c) Promptly after the execution of any such amendment or consentamendment, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. Agencies. (d) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfiedAgreement. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. (g) In connection with the execution of any amendment to this Agreement or any amendment to any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, parties hereto with prior written notice to the each Rating Agencies then rating the NotesAgency, without the consent of any of the NoteholdersSecurityholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or Certificateholder. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trusteeparties hereto, with prior written notice to the each Rating Agencies then rating the NotesAgency, 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 (ias such term is defined in the Indenture) the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders, (bii) increase or reduce any Interest Rate or Certificate Rate or (iii) reduce the aforesaid percentage of the Outstanding Amount of any class the Notes or of the Notes Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after outstanding Notes and Trust Certificates affected thereby. (c) Prior to the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderIndenture Trustee, the Indenture Trustee 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 Rating Agencies then rating the Notessubstance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Prior . (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) In connection with the execution of any amendment to this AgreementAgreement or any other basic Document to which the Issuer is a party and for which amendment the Owner Trustee’s or the Delaware Trustee’s consent is sought, the Eligible Lender 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 an Officer’s Certificate from the Depositor stating 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 met or otherwise satisfied. The Eligible Lender Owner Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, parties hereto with prior written notice to the each Rating Agencies then rating the NotesAgency, without the consent of any of the NoteholdersSecurityholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or Certificateholder. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trusteeparties hereto, with prior written notice to the each Rating Agencies then rating the NotesAgency, 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 (ias such term is defined in the Indenture) the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders, (bii) increase or reduce any Interest Rate or Certificate Rate or (iii) reduce the aforesaid percentage of the Outstanding Amount of any class the Notes or of the Notes Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after outstanding Notes and Trust Certificates affected thereby. (c) Prior to the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderIndenture Trustee, the Indenture Trustee 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 Rating Agencies then rating the Notessubstance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Prior . (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) In connection with the execution of any amendment to this AgreementAgreement or any other basic Document to which the Issuer is a party and for which amendment the Owner Trustee's or Delaware Trustee's consent is sought, the Eligible Lender 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 an Officer’s Certificate from the Depositor stating 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 met or otherwise satisfied. The Eligible Lender Owner Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Eligible Lender Owner Trustee’s 's or Delaware 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 Interim Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Depositor and the Interim Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders; PROVIDED, as the case may be; provided, howeverHOWEVER, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notesoutstanding Noteholders. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Interim Eligible Lender Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this 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 satisfiedAgreement. The Interim Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller and the Interim Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notesoutstanding Noteholders. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Interim Eligible Lender Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this 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 satisfiedAgreement. The Interim Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by VG Funding and the VG Funding Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, (i) the Excess Distribution Certificateholders or any Swap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, the Excess Distribution Certificateholders or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the ProspectusSwap Counterparty. This Agreement may also be amended from time to time by VG Funding and the VG Funding Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to each Swap Counterparty and the Rating Agencies then rating the Notes, and with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beAgreement; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Notwithstanding the foregoing, this Agreement may not be amended without the prior consent of a Swap Counterparty if such amendment would adversely affect, in any material respect, the Noteholders representing 100% of the Outstanding Amount rights or interests of such class of NotesSwap Counterparty. Promptly after the execution of any such amendment or consent, the VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee any Swap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the VG Funding 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 satisfiedAgreement. The VG Funding Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the VG Funding Eligible Lender 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 and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the outstanding Noteholders representing 100% of the Outstanding Amount of such class of Notesclass. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution CertificateholderCertificate, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 satisfiedAgreement. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders or the Swap Counterparties (if any Interest Rate Swap Agreements are then in effect), to: (i) to cure any ambiguity, to revise, correct or supplement any provisions in this Agreement herein, (ii) enable the Trust to avoid becoming a member of MMCA's consolidated group under GAAP or for (iii) enable the purpose Transferor or any Affiliate of adding any provisions to the Transferor or changing in any manner or eliminating any of the provisions in this Agreement their Affiliates to otherwise comply with or modifying in obtain more favorable treatment under any manner the rights of the Noteholderslaw or regulation or any accounting rule or principle; provided, however, that such action shall not: (x) adversely affect the rights or obligations of any Swap Counterparty under the Interest Rate Swap Agreements or impair the ability of the Trust to fully perform any of its obligations under the Interest Rate Swap Agreements, (y) as evidenced by an Opinion of CounselCounsel satisfactory to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder (unless each such Holder has consented thereto), or (z) as evidenced by an Opinion of Counsel: (i) materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, or any Holder thereof or (ii) cause the Trust to correct be taxable as a corporation for Federal or any manifest error in Applicable Tax State income or franchise tax purposes; provided, further, that no such amendment shall be inconsistent with the terms derecognition by MMCA of this Agreement as compared the Receivables under GAAP or cause the Trust to the terms expressly set forth in the Prospectus. become a member of MMCA's consolidated group under GAAP. (b) This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice of the substance of such amendment to the Rating Agencies then rating and the NotesIndenture Trustee, with the consent of (i) the Class A Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount aggregate principal amount of the Class A Notes and then outstanding Notes, voting as a group, (ii) the Class B Noteholders consent of the Holders of Certificates evidencing not less than a majority of the Outstanding Amount Certificate Balance and (iii) a Swap Counterparty to the extent such amendment adversely affects the rights or obligations of such Swap Counterparty or modifies or impairs the ability of the Class B NotesTrust to fully perform any of its obligations under the related Interest Rate Swap Agreement, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Trust Student Loans Receivables or distributions that shall be are required to be made for the benefit of the Noteholders on any Note or Certificate, or change any Note Interest Rate, or (bii) reduce the aforesaid percentage of the Outstanding Amount of any class principal amount of the then outstanding Notes and the Certificate Balance required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates affected thereby or (iii) adversely affect the ratings of any Class of Notes by the Noteholders representing 100Rating Agencies without the consent, respectively, of holders of Notes evidencing not less than 66 2/3% of the Outstanding Amount aggregate principal amount of the then outstanding Notes of such class Class or (iv) amend the activities of Notesthe Trust as permitted in Section 2.3; and provided further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, or any Holder thereof and (B) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. Any Swap Counterparty's consent will be deemed to have been given if such Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent. (c) Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee Trustee, each Swap Counterparty (to the extent the related Interest Rate Swap Agreement is in effect) and each of the Rating Agencies then rating the Notes. Agencies. (d) It shall not be necessary for the consent of Certificateholders, the Noteholders Noteholders, the Swap Counterparties or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Prior to . (e) Promptly after the execution of any amendment to this Agreementthe Certificate of Trust, the Eligible Lender Trustee and the Delaware Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that cause the execution filing of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from with the Depositor stating that all conditions precedent to the execution Secretary of such amendment have been met or otherwise satisfied. State. (f) The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. (g) Prior to the execution of any amendment to this Trust Agreement or any amendment to any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel, a copy of which will be sent to the Rating Agencies, to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the ProspectusCertificateholder. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders Certificateholders of Certificates evidencing not less than a majority of the Outstanding Amount of the Class B NotesCertificate 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 Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes and the Certificate Balance required to consent to any such amendment, without the consent of all of the outstanding Noteholders representing 100% of the Outstanding Amount of such class of Notesand Certificateholders. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the 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 Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 satisfiedAgreement. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware 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 Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesTransferor, without the consent of the Indenture Trustee, any Noteholder, the Administrator, the Issuer, the Owner Trustee, the Issuer Delaware Trustee or any other Person subject to satisfaction of one of the Noteholders, following conditions: (i) to cure any ambiguity, to correct the Transferor or supplement any provisions in this Agreement the Servicer delivers an Officer’s Certificate or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel to the Indenture Trustee, the Owner Trustee and the Issuer Delaware Trustee to the effect that such amendment will not materially and adversely affect in any material respect the interests of any Noteholder, the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to correct such amendment. Without limiting the foregoing and subject to clause (b) below, any manifest error in the terms term or provision of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, Transferor with the consent of (i) the Class A 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 Class A Notes Administrator, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer Delaware 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 have been given. (b) Notwithstanding anything herein to the contrary (including clause (c) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount Note Amount, the Holders of any class of the Notes which are required to consent to any such amendment, matter without the consent of all the Holders of at least the Noteholders representing 100% percentage of the Outstanding Note Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or which were required to consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. such matter before giving effect to such amendment. (c) It shall not be necessary for the consent of the Noteholders or the Indenture Trustee any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve Person consents to the substance thereof. The manner of obtaining such consents . (and any other consents of provided for in this Agreement or in any other Basic Documentd) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Eligible Lender Transferor shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Transferor shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee, the Issuer Delaware Trustee and the Indenture Trustee. (e) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Issuer Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Owner Trustee or and the Issuer Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware such Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, (i) Noteholders or the Certificateholders to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action amendment shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) to correct any manifest error in the terms Certificateholders or the federal tax characteristics of this Agreement as compared to the terms expressly set forth in the ProspectusNotes. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders holders of Notes evidencing not less than a majority of the Outstanding Principal Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Principal Amount of any class of the Notes or the Certificates required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates. Notwithstanding the foregoing, no amendment to this Agreement shall materially and adversely affect the rights or obligations of the Noteholders representing 100% Swap Counterparty under this Agreement unless the Swap Counterparty shall have consented in writing to such amendment (and such consent shall be deemed to have been given if the Swap Counterparty does not object in writing within ten (10) Business Days after receipt of the Outstanding Amount of a written request for such class of Notesconsent). Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderIndenture Trustee, the Indenture Trustee Administrator, the Swap Counterparty and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders Noteholders, the Certificateholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. No amendment to this Agreement shall affect the rights or duties of the Administrator without the consent of the Administrator. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or any other Basic Document, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfiedother Basic Documents. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Depositor, the Trust Administrator and the Owner Trustee, with the Delaware Trustee consent of each Certificateholder and with the prior written consent of the Swap Counterparty (but only to the extent such amendment materially adversely affects the amounts, priority or timing of payments under the Swap Agreement and the Indenture Trustee, Swap Agreement is in effect) and with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or each Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) Certificateholder or adversely affect the tax status of the Trust. An amendment shall not be deemed to correct adversely affect in any manifest error material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the terms preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of this Agreement the respective ratings then assigned to each applicable Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as compared to the terms expressly set forth in the Prospectusthis paragraph. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Trust Administrator and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to the Rating Agencies then rating holders of Notes evidencing more than 66 2/3 % of the Outstanding Balance of the Notes, with the consent of (i) each Certificateholder and with the Class A Noteholders evidencing not less than a majority prior written consent of the Outstanding Amount Swap Counterparty (but only to the extent such amendment materially adversely affects the amounts, priority or timing of payments under the Class A Notes Swap Agreement and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesSwap Agreement is in effect), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beany Certificateholder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or any Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class Balance of the Notes required to consent to or to waive the requirement for any Certificateholder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and each Certificateholder. Notwithstanding the foregoing, no provision of the Noteholders representing Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount Balance of such class of Notesthe 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 Eligible Lender Trustee Trust Administrator shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the 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 provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.substance

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, (i) the Swap Counterparties or the Cap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders, the Swap Counterparties or the Cap Counterparty; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, the Swap Counterparties or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the ProspectusCap Counterparty. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. This Agreement may also be amended from time to time by the Depositor and the Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders representing 100% Swap Counterparties or the Cap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the Outstanding Amount provisions of this Agreement or modifying in any manner the rights of the Swap Counterparties or the Cap Counterparty, respectively, if in the Opinion of Counsel such class amendment materially adversely affects the interests of Notesthe Swap Counterparties or the Cap Counterparty, respectively. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution CertificateholderCertificate, the Indenture Trustee Trustee, the Swap Counterparties, the Cap Counterparty and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders Noteholders, the Indenture Trustee, the Swap Counterparties or the Indenture Trustee Cap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 satisfiedAgreement. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware 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 Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the Swap Counterparties, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the NoteholdersNoteholders or the Swap Counterparties; provided, however, that such action shall not, as evidenced by an Opinion of -------- ------- Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the ProspectusSwap Counterparty. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, -------- ------- that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders of such class. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders representing 100% affected Swap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the Outstanding Amount provisions of this Agreement or modifying in any manner the rights of a Swap Counterparty if in the Opinion of Counsel such amendment materially adversely affects the interests of such class of NotesSwap Counterparty. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution CertificateholderCertificate, the Indenture Trustee Trustee, the Swap Counterparties and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or Noteholders, the Indenture Trustee or any Swap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 satisfiedAgreement. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Depositor, the Securities Administrator and the Owner Trustee, with the Delaware Trustee consent of the Holder and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to (ia) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder 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, Noteholder or (ii) the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to correct adversely affect in any manifest error material respect the interests of any Noteholder or the Holder and no opinion referred to in the terms preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of this Agreement the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as compared to the terms expressly set forth in this paragraph. Notwithstanding the Prospectusforegoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Securities Administrator and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to the Rating Agencies then rating Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, with and the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Holder. Notwithstanding the foregoing, no provision of the Noteholders representing Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount Balance of such class of Notesthe 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 Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderHolder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from Agreement. Neither the Depositor stating that all conditions precedent to Owner Trustee nor the execution of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Trustee may, but Securities Administrator shall not be obligated to, to enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware TrusteeSecurities Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the holder of the Excess Distribution Certificate and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the holder of the Excess Distribution Certificate and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the outstanding Noteholders representing 100% of the Outstanding Amount of such class of Notesclass. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution CertificateholderCertificate, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 satisfiedAgreement. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (1) This Agreement may be amended by a majority of the Eligible Lender TrusteeRegular Trustees, the Delaware Trustee Seller and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating by the NotesSeller, without the consent of any of the Noteholders, Noteholders or the 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 modifying in any manner the rights of the NoteholdersAgreement; provided, however, that (x) 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, and (y) that the Partnership Representative, without the consent of any other party, shall be entitled to make such amendments or (ii) modifications to correct any manifest error in the terms of this Agreement as compared are reasonably necessary or appropriate to address any future amendments to, or Regulations promulgated under, the terms expressly set forth in the Prospectus. Partnership Audit Procedures. (2) This Agreement may also be amended from time to time by a majority of the Eligible Lender TrusteeRegular Trustees, the Delaware Trustee Seller and the Indenture Owner Trustee, with (x) prior written notice to the Rating Agencies then rating by the NotesSeller and (y) prior to the Termination Date, with the written consent of the Majority Noteholders and thereafter, the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesMajority Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beother than under paragraph (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 Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders Noteholders; or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of the Outstanding Amount of such class of outstanding Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each the Seller (who shall promptly deliver a copy of such notice to the Rating Agencies then rating the NotesAgencies). It shall not be necessary for the consent of 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 (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Prior to Promptly after the execution of any amendment to this Agreementthe Certificate of Trust, the Eligible Lender Owner Trustee and shall cause the Delaware filing of such amendment with the Secretary of State. Prior to the execution by the Owner Trustee of any amendment to this Agreement or any Basic Document, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating Agreement, that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfiedsatisfied and that any such amendment would not result in the Trust becoming taxable as a corporation for federal income tax purposes. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee Seller and the Indenture Owner Trustee, with (x) prior to the Class A Termination Date, the prior written consent of the Controlling Party and (y) prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, Class A Noteholders or the 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 modifying in any manner the rights of the NoteholdersAgreement; 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 Class A Noteholder, or . (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Seller and the Indenture Owner Trustee, with (x) prior written notice to the Rating Agencies then rating and (y) prior to the NotesClass A Termination Date, with the written consent of the Controlling Party and thereafter, the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, 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 modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beother than under (a) above; provided, however, that that, subject to the express rights of the Controlling Party 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 Trust Student Dealer Loans or distributions that shall be required to be made for the benefit of the Noteholders Class A Noteholders; or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Class A Notes required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of outstanding Class A Notes. Notwithstanding anything herein to the Outstanding Amount of such class of Notescontrary, the Backup Insurer must consent to any amendments to this Agreement which have an adverse effect on the Backup Insurer. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Excess Distribution CertificateholderClass A Insurer, the Backup Insurer, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Class A Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee Owner Trustee, the Indenture Trustee, the Class A Insurer and the Delaware Trustee Backup 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 an Officer’s Certificate from the Depositor stating Agreement, that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfiedsatisfied and that any such amendment would not result in the Trust becoming taxable as a corporation for federal income tax purposes. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Depositor, the Securities Administrator and the Owner Trustee, with the Delaware Trustee consent of the Holders and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to (ia) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holders or (b) to comply with Regulation AB under Section 6.11 hereof; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) any Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to correct adversely affect in any manifest error material respect the interests of any Noteholder or any Holder and no opinion referred to in the terms preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of this Agreement the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as compared to the terms expressly set forth in this paragraph. Notwithstanding the Prospectusforegoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Securities Administrator and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to the Rating Agencies then rating Holders (as defined in the Indenture) of Notes evidencing more than 66⅔% of the Outstanding Balance (as defined in the Indenture) of the Notes, with and the consent of (i) the Class A Noteholders evidencing not less than a majority Holders of 66⅔% of the Outstanding Amount of Percentage Interest in the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesOwnership 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 Class A Noteholders or Class B Noteholders, as the case may beHolders; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Holders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class Balance of the Notes and the Percentage Interests of Holders of the Ownership Certificates required to consent to or to waive the requirement for the Holders to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and Ownership Certificates, respectively. Notwithstanding the foregoing, no provision of the Noteholders representing Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount Balance of such class of Notesthe Noteholders have consented in writing thereto, (ii) the Rating Agencies have consented in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderHolders, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Holders, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holders provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Holders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Owner Trustee and the Delaware Trustee Securities Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from Agreement. Neither the Depositor stating that all conditions precedent to Owner Trustee nor the execution of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Trustee may, but Securities Administrator shall not be obligated to, to enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware TrusteeSecurities Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee The Company and the Indenture Trustee, with prior written notice Warrant Agent may from time to the Rating Agencies then rating the Notes, time supplement or amend this Agreement (a) without the consent approval of any holders of the Noteholders, (i) Warrants in order to cure any ambiguity, manifest error or other mistake in this Agreement, or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, or to make any other provisions in this Agreement regard to matters or for questions arising hereunder that the purpose of adding any provisions to Company and the Warrant Agent may deem necessary or changing in any manner desirable and that shall not adversely affect, alter or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect change the interests of any Noteholder, the holders of the Warrants or (iib) to correct any manifest error in with the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, with the consent of (i) holders of the Class A Noteholders evidencing not less than Warrants exercisable for a majority of the Outstanding Amount Warrant Shares then issuable upon exercise of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beWarrants then outstanding; provided, however, provided that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such each amendment or consent, supplement that decreases the Eligible Lender Trustee Warrant Agent’s rights or increases its duties and responsibilities hereunder shall furnish also require the prior written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders Warrant Agent. In executing any such supplement or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreementamendment, the Eligible Lender Trustee and the Delaware Trustee Warrant Agent shall be entitled to receive and rely shall be fully protected in relying upon an Opinion opinion of Counsel counsel stating that the execution of such supplement or amendment is permitted or authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfiedAgreement. The Eligible Lender Trustee or the Delaware Trustee Warrant Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects the Eligible Lender Trustee’s or Delaware TrusteeWarrant Agent’s own rights, duties or immunities under this Agreement. Notwithstanding the foregoing, the consent of each holder of a Warrant affected shall be required for any amendment pursuant to which the Exercise Price would be increased (other than pursuant to adjustments provided herein), the number of Warrant Shares purchasable upon exercise of Warrants would be decreased (other than pursuant to adjustments provided herein) or the Expiration Date shall be changed to an earlier date. Upon execution and delivery of any amendment pursuant to this Section 16, such amendment shall be considered a part of this Agreement for all purposes and every holder of a Warrant Certificate theretofore or otherwisethereafter countersigned and delivered hereunder shall be bound thereby.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Depositor, and the Owner Trustee, with the Delaware Trustee prior consent of the Note Insurer, and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the NoteholdersNoteholders or the Certificateholders or the Indenture Trustee, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to correct adversely affect in any manifest error in material respect the terms interests of this Agreement as compared any Noteholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to the terms expressly set forth in the Prospectussuch amendment. This Agreement may also be amended from time to time by the Eligible Lender Depositor and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to the Rating Agencies then rating Note Insurer, the Notes, with Holders (as defined in the consent Indenture) of (i) the Class A Noteholders Notes evidencing not less more than a majority 50% of the Outstanding Amount of the Class A Notes and (ii) Notes, the Class B Noteholders Holders of Certificates evidencing not less more than a majority 50% of the Outstanding Amount Percentage Interests of the Class B NotesTrust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders Noteholders, the Certificateholders or the Note Insurer, (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes, the Note Insurer and the Holders of all the Noteholders representing 100% of the Outstanding Amount of such class of Notesoutstanding Certificates. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee Trustee, the Note Insurer and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfiedAgreement. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Depositor, the Securities Administrator and the Owner Trustee, with the Delaware Trustee consent of the Holder and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to (ia) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder 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, Noteholder or (ii) the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to correct adversely affect in any manifest error material respect the interests of any Noteholder or the Holder and no opinion referred to in the terms preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of this Agreement the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as compared to the terms expressly set forth in this paragraph. Notwithstanding the Prospectusforegoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Securities Administrator and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to the Rating Agencies then rating Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, with and the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Holder. Notwithstanding the foregoing, no provision of the Noteholders representing Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount Balance of such class of Notesthe 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 Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderHolder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement 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 Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.this

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 Eligible Lender Trustee, the Delaware Trustee Beneficiary and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of the Indenture Trustee or any of the Noteholders, (i) to cure any ambiguityupon issuance of a Master Trust Tax Opinion and an Issuing Entity Tax Opinion, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any which shall not be expenses of the provisions in this Agreement or modifying in any manner the rights of the NoteholdersOwner Trustee; provided, however, that such action shall not, amendment will not as evidenced by an Opinion Officer’s Certificate of Counselthe Transferor addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder, or be reasonably expected to have an Adverse Effect (ii) to correct any manifest error as defined in the terms Indenture) and is not reasonably expected to have an Adverse Effect at any time in the future; provided, further, however, that such amendment will not significantly change the activities of the Owner Trust. The Owner Trustee will not be responsible for determining whether such amendment to this Agreement as compared to will significantly change the terms expressly set forth in activities of the Prospectus. Owner Trust. (b) This Agreement may also be amended from time to time time, by a written instrument executed by the Eligible Lender Owner Trustee, at the Delaware Trustee written direction of the Beneficiary, and the Indenture TrusteeBeneficiary, with prior written notice to each Note Rating Agency, upon issuance of a Master Trust Tax Opinion and an Issuing Entity Tax Opinion and (A) in the Rating Agencies then rating case of a significant change to Section 2.03 which the NotesOwner Trust reasonably believes will not have an Adverse Effect (as defined in the Indenture), with the consent of (i) the Class A Noteholders evidencing holders of not less than a majority of the Outstanding Dollar Principal Amount (as defined in the Indenture) of the Class A each series, class or tranche of Notes affected by such change, and (iiB) in all other cases, with the Class B Noteholders evidencing not less consent of holders of more than a majority 66 2⁄3% of the Outstanding Dollar Principal Amount of the Class B Noteseach series, for the purpose class or tranche 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 Class A Noteholders or Class B Noteholders, as the case may beNotes 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 (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans in respect of any Collateral Certificate or any Receivables or distributions that shall be are required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Dollar Principal Amount of any class the Notes, the holders of the Notes which are required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee Owner Trust shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderIndenture Trustee, the Indenture Trustee each Collateral Agent and each of the Note Rating Agencies then rating the NotesAgency. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee Beneficiary pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to Promptly after the execution of any amendment to this Agreementthe Certificate of Trust, the Eligible Lender Owner Trustee and shall cause the Delaware filing of such amendment with the Secretary of State. The Owner Trustee shall be entitled to receive receive, and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and shall be fully protected in relying upon, an Officer’s Certificate from of the Depositor stating that all conditions precedent Owner Trust or the Administrator to the execution of effect that the amendment is authorized and that the conditions to such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and may not be amended amended, except in a writing signed by the Eligible Lender Trustee, the Delaware Trustee both of them. The Company and the Indenture Trustee, with prior written notice Warrant Agent may from time to time supplement or amend this Agreement or the Rating Agencies then rating the Notes, Warrants (a) without the consent approval of any of the Noteholders, (i) Holders in order to cure any ambiguity, manifest error or other mistake in this Agreement or the Warrants, or to correct or supplement any provision contained herein or in the Warrants that may be defective or inconsistent with any other provision herein or in the Warrants, or to make any other provisions in this Agreement regard to matters or for questions arising hereunder that the purpose of adding any provisions to Company and the Warrant Agent may deem necessary or changing in any manner desirable and that shall not adversely affect, alter or eliminating any change the interests of the provisions in this Agreement Holders or modifying in any manner (b) with the rights prior written consent of holders of the NoteholdersWarrants exercisable for a majority of the Warrant Shares then issuable upon exercise of the Warrants then outstanding; provided, however, that such action the prior written consent of holders of Warrants exercisable for a two-thirds of the Warrant Shares then issuable upon exercise of the Warrants then outstanding shall notbe required for any amendment of this Warrant Agreement pursuant to which the Exercise Price would be increased, as evidenced by the Warrant Number would be decreased or the Expiration Date would be advanced to an Opinion earlier date. Notwithstanding anything to the contrary herein, upon the delivery of Counsel, adversely affect a certificate from an Appropriate Officer of the Company which states that the proposed supplement or amendment is in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in compliance with the terms of this Agreement as compared to Section 23 and, provided, that such supplement or amendment does not adversely affect the terms expressly set forth in Warrant Agent’s rights or increase the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender TrusteeWarrant Agent’s duties, liabilities or obligations hereunder, the Delaware Trustee Warrant Agent shall execute such supplement or amendment. Any amendment, modification or waiver effected pursuant to and the Indenture Trustee, in accordance with prior written notice to the Rating Agencies then rating the Notes, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Section 23 will be binding upon all Holders and upon each future Holder, the Company and the Warrant Agent. In the event of any amendment, modification or modifying in any manner waiver, the rights of the Class A Noteholders or Class B NoteholdersCompany will give prompt notice thereof to all Holders and, as the case may be; providedif appropriate, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to notation thereof will be made on all Global Warrant Certificates thereafter surrendered for the benefit registration of the Noteholders transfer or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwiseexchange.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Depositor, the Trust Administrator and the Owner Trustee, with the Delaware Trustee consent of each Certificateholder and with the prior written consent of the Swap Counterparty (but only to the extent such amendment materially adversely affects the amounts, priority or timing of payments under the Swap Agreement and the Indenture Trustee, Swap Agreement is in effect) and with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or each Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) Certificateholder or adversely affect the tax status of the Trust. An amendment shall not be deemed to correct adversely affect in any manifest error material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the terms preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of this Agreement the respective ratings then assigned to each applicable Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as compared to the terms expressly set forth in the Prospectusthis paragraph. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Trust Administrator and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to the Rating Agencies then rating holders of Notes evidencing more than 66 2/3 % of the Outstanding Balance of the Notes, with the consent of (i) each Certificateholder and with the Class A Noteholders evidencing not less than a majority prior written consent of the Outstanding Amount Swap Counterparty (but only to the extent such amendment materially adversely affects the amounts, priority or timing of payments under the Class A Notes Swap Agreement and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesSwap Agreement is in effect), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beany Certificateholder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or any Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class Balance of the Notes required to consent to or to waive the requirement for any Certificateholder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and each Certificateholder. Notwithstanding the foregoing, no provision of the Noteholders representing Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount Balance of such class of Notesthe 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 Eligible Lender Trustee Trust Administrator shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Owner Trustee and the Delaware Trustee Trust Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from Agreement. Neither the Depositor stating that all conditions precedent to Owner Trustee nor the execution of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Trustee may, but Trust Administrator shall not be obligated to, to enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware TrusteeTrust Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the each Rating Agencies then rating the NotesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) Certificateholder or cause the Trust to correct be subject to an entity level tax for federal income tax purposes. An amendment shall not be deemed to adversely affect in any manifest error material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the terms preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of this Agreement the respective ratings then assigned to each Class of Securities. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as compared to the terms expressly set forth in the Prospectusthis paragraph. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the each Rating Agencies then rating the NotesAgency, with the consent of the Holders (ias defined in the Indenture) the Class A Noteholders of Notes evidencing not less than a majority 66 2/3% of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders consent of the Holders of Certificates evidencing not less than a majority 66 2/3% of the Outstanding Amount Aggregate Voting Interests of the Class B NotesCertificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class the Notes and the Voting Interests of the Notes Certificates required to consent to any such amendment, without the consent of the holders of all the outstanding Securities affected thereby; and provided, however, that such action shall not, as evidenced by an Opinion of Counsel, cause the Noteholders representing Trust to be subject to an entity level tax for federal income tax purposes. Notwithstanding the foregoing, no provision of Sections 2.03 or 4.01 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount of such class of NotesNoteholders have consented in writing thereto, (ii) the Rating Agencies have consented in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgency. It shall not be necessary for the consent of the Certificateholders or Noteholders or the 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 Operative Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfiedAgreement. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Eligible Lender Trustee’s or Delaware Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Operative Documents and that all conditions precedent in the Operative Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Depositor and the Owner Trustee, [with the Delaware Trustee prior written consent of the Hedge Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Hedge Provider)] and the Indenture Trustee, with prior written notice by the Depositor to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders 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 modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel delivered to the Owner Trustee which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder, Noteholder or Certificateholder. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time time[, with the prior written consent of the Hedge Provider (unless, such amendment could not reasonably be expected to have a material adverse effect on the Hedge Provider)] by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice by the Depositor to the Rating Agencies then rating Agencies, to the Notesextent such amendment materially and adversely affects the interests of the Noteholders, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes Notes, and (ii) the Class B Noteholders evidencing not less than a majority consent of the Outstanding Amount Certificateholder (which consent of the Class B Notes, any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of outstanding Notes and the Outstanding Amount of such class of NotesCertificateholder. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee Trustee[, the Hedge Provider] and the Depositor (who shall send such notification to each of the Rating Agencies then rating the NotesAgencies). 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 the Certificateholder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Trustee, Owner Trustee with prior written notice to the Rating Agencies then rating and the NotesInsurer, without the consent of any of the Noteholders, Noteholders or the Certificateholders and with the consent of the Insurer (iif no Insurer Default shall have occurred and be continuing) to cure any ambiguity, to correct or supplement any provisions in this Agreement provision herein that may be inconsistent with any other provision herein or for the purpose of adding any provisions to or changing in any manner or eliminating any offering document used in connection with the initial offer and sale of the provisions in this Agreement Notes or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Certificates or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement 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 Certificateholder, (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 and (iii) no such amendment will be permitted without the consent of the Insurer if such amendment would reasonably be expected to materially adversely affect the interests of the Insurer. (b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with prior written notice to the Rating Agencies and the Insurer, with the consent of the Insurer (if no Insurer Default shall have occurred and be continuing) and 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 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 modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; 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 will be permitted without the consent of the Insurer if such amendment would reasonably be expected to materially adversely affect the interests of the Insurer; and, provided further, that, subject to the express rights of the Insurer under the Transaction Documents, 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 Trust Student Loans or in respect of the Receivables or distributions that shall be are required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of Certificateholders, or change any Note Rate or the Outstanding Amount of any class of the Notes required to consent to any such amendmentCertificate Rate, without the consent of all Noteholders and Certificateholders adversely affected by such amendment; (ii) reduce the percentage of the Note Balance or the percentage of the Certificate Balance the consent of the Holders of which is required for any amendment to this Agreement without the consent of all the Noteholders representing 100and Certificateholders adversely affected by the amendment; or (iii) adversely affect the rating assigned by either Rating Agency to any Class of Notes or the Certificates without the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than 66 2/3% of the Outstanding Amount aggregate principal amount of the then outstanding Notes of such class Class or the consent of Notes. the Holders of Certificates evidencing not less than 66 2/3% of the Certificate Balance. (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 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 Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder and the Excess Distribution CertificateholderDepositor shall furnish written notice of the substance of such amendment or consent to the Indenture Trustee, the Indenture Trustee Insurer and each of the Rating Agencies then rating the Notes. Agencies. (e) It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. . (f) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall 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 AgreementAgreement or any amendment to any other agreement to which the Trust is a party, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent in this Agreement to the execution and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender 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 holder of the Excess Distribution Certificate and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the holder of the Excess Distribution Certificate and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the outstanding Noteholders representing 100% of the Outstanding Amount of such class of Notesclass. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution CertificateholderCertificate, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 satisfiedAgreement. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Any term or provision of this Agreement may be amended by the Eligible Lender Trustee, Depositor and the Delaware Trustee and without the consent of the Indenture Trustee, with prior written notice any Noteholder, the Issuing Entity or any other Person subject to the Rating Agencies then rating the Notes, without the consent satisfaction of any one of the Noteholders, following conditions: (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by Depositor delivers an Opinion of Counsel, Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or the Certificateholders; or (ii) the Depositor delivers an Officer’s Certificate of the Depositor to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or the Certificateholders. An amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder, or (ii) Noteholders of a Class of Notes if the Rating Agency Condition has been satisfied with respect to correct any manifest error in the terms such amendment for such Class of this Agreement as compared to the terms expressly set forth in the ProspectusNotes. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the written consent of (ix) the Class A Noteholders holding Notes evidencing not less than a majority of the Outstanding Amount Note Balance and (y) the Certificateholders holding in the aggregate more than 50% of the Class A Notes and (ii) beneficial interest in the Class B Noteholders evidencing not less than a majority Trust at the time of the Outstanding Amount of the Class B Notessuch action, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall shall: (a) increase reduce the interest or reduce in principal of any manner the amount of, Note or accelerate Certificate or delay the timing of, collections Final Scheduled Maturity Date of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders any Note or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of and the Notes beneficial interest in the Trust required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Trust Certificates. Notwithstanding the above, the permitted activities of the Noteholders representing 100% 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 such class the Notes held by parties exclusive of Notesthe Seller and its Affiliates. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, prior thereto), the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and Trustee, each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the 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 and delivery of such amendment have has been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Eligible Lender 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 Eligible Lender TrusteeDepositor, the Delaware Owner Trustee and the Indenture TrusteeDelaware Co-trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; providedNoteholders or the Certificateholders, however, if (a) the Indenture Trustee and Owner Trustee receive an Opinion of Counsel to the effect that such action shall not, as evidenced by an Opinion of Counsel, will not adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder, or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting as a single Class (without the consent of the Class B Notes or the Class C Notes) or (ii) after the Class A Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class B Notes (without the consent of any holder of the Class C Notes) or (iii) after the Class B Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class C Notes (in each case excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates) or (iv) if the Class C Notes have been paid in full, the Holders of Certificates evidencing not less than 51% of the Certificate Balance PROVIDED, HOWEVER, that no such amendment made pursuant to correct clause (b) above shall (i) increase or reduce in any manifest error in manner the terms amount of, or accelerate or delay the timing of, collections of this Agreement as compared payments on Receivables or distributions that shall be required to be made for the terms expressly set forth in benefit of the ProspectusNoteholders or the Certificateholders or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the affected Notes and Certificates. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Owner Trustee, the Delaware Co-Trustee and the Indenture Trustee without the consent of any of the Noteholders or the Certificateholders for purposes of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded (i.e. to allow the deposit of cash therein by any Person, but not to change any order of priority of payments and distributions specified in Section 5.06 of the Sale and Servicing Agreement) changing the remittance schedule for the deposit of collections in the Collection Account or Payahead Account or changing the definition of Eligible Investments, if (a) the Owner Trustee and Indenture Trustee have received from each Rating Agency that has rated any outstanding Class of Notes of its written confirmation that such amendment will not result in the qualification, withdrawal or modification of the rating then assigned by such Rating Agency to any Class of Notes, without the consent of any of the Noteholders or the Certificateholders, or (b) the Indenture Trustee or Owner Trustee, with prior written notice to as the Rating Agencies then rating the Notescase may be, with have received the consent of (i) the Class A Noteholders evidencing not less than a majority Holders of at least 51% of the Outstanding Amount of the Class A Notes and (without the consent of the Class B Notes or the Class C Notes) or (ii) after the Class A Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class B Notes (without the consent of any holder of the Class C Notes) or (iii) after the Class B Noteholders Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class C Notes (in each case excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates) or (iv) if the Class C Notes have been paid in full, the Holders of Certificates evidencing not less than a majority 51% of the Certificate Balance or (c) the Indenture Trustee has received the consent of Holders of at least 51% of the Outstanding Amount of all Notes and the Certificate Balance, voting as a single Class B Notes(in each case excluding for such purposes the outstanding principal amount of any Notes or Certificates held of record or beneficially owned by TMCC, for the purpose of adding any provisions to TMCRC or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholderstheir Affiliates); PROVIDED, as the case may be; provided, howeverHOWEVER, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes and the Certificate Balance required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of the Outstanding Amount of such class of Noteseffected Notes and Certificates. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the 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 Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from Agreement. Neither the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Eligible Lender Owner Trustee or nor the Delaware Trustee may, but Co-trustee shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s 's or Delaware Trustee’s Co-trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender TrusteeDepositor, the Delaware Owner Trustee and the Indenture TrusteeDelaware Co-trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the Certificateholder, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; providedNoteholders or the Certificateholder, however, if (a) the Indenture Trustee and Owner Trustee receive an Opinion of Counsel to the effect that such action shall not, as evidenced by an Opinion of Counsel, will not adversely affect in any material respect the interests of any NoteholderNoteholder or the Certificateholder, or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least 51% of the Outstanding Amount of the affected Class A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates) or (ii) if the Class A Notes have been paid in full, the Certificateholder, if affected, PROVIDED, HOWEVER, that no such amendment made pursuant to correct clause (b) above shall (i) increase or reduce in any manifest error in manner the terms amount of, or accelerate or delay the timing of, collections of this Agreement as compared payments on Receivables or distributions that shall be required to be made for the terms expressly set forth in benefit of the ProspectusNoteholders or the Certificateholder or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Certificate required to consent to any such amendment, without the consent of the Holders of all the affected Notes and the Certificate. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Owner Trustee, the Delaware Co-Trustee and the Indenture Trustee without the consent of any of the Noteholders or the Certificateholder for purposes of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded (e.g. to allow the deposit of cash therein by the Depositor), changing the remittance schedule for the deposit of collections in the Collection Account or Payahead Account or changing the definition of Eligible Investments, if (a) the Owner Trustee and Indenture Trustee have received from each Rating Agency that has rated any outstanding Class of Notes of its written confirmation that such amendment will not result in the qualification, withdrawal or modification of the rating then assigned by such Rating Agency to any Class of Notes, without the consent of any of the Noteholders or the Certificateholder, or (b) the Indenture Trustee or Owner Trustee, with prior written notice to as the Rating Agencies then rating the Notescase may be, with have received the consent of (i) the Class A Noteholders evidencing not less than a majority Holders of at least 51% of the Outstanding Amount of the Class A Notes and acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates) or (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of after the Class A Noteholders or Class B NoteholdersNotes have been paid in full, as the case may beCertificateholder; providedPROVIDED, howeverHOWEVER, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans 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 any class of the Notes required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of affected Notes and the Outstanding Amount of such class of NotesCertificate. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. 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 Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or any amendment to the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from Agreement. Neither the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Eligible Lender Owner Trustee or nor the Delaware Trustee may, but Co-trustee shall not be obligated to, to enter into any such amendment which affects the Eligible Lender Owner Trustee’s 's or Delaware Trustee’s Co-trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Company and the Owner Trustee, [with the Delaware Trustee prior consent of the Bond Insurer,] and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, (i) but to cure any ambiguity, to correct or supplement any provisions in this Agreement Agreement, or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in of this Agreement without the consent of any of the Bondholders or the Certificateholders or the Indenture Trustee, or of modifying in any manner the rights of the NoteholdersBondholders or the Certificateholders; provided, 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, Bondholder or (ii) Certificateholder or the rights of the Bond Insurer. An amendment described above shall be deemed not to correct adversely affect in any manifest error in material respect the terms interests of this Agreement as compared any Bondholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to the terms expressly set forth in the Prospectussuch amendment. This Agreement may also be amended from time to time by the Eligible Lender Company and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to [the Rating Agencies then rating Bond Insurer,] the Notes, with Holders (as defined in the consent Indenture) of (i) the Class A Noteholders Bonds evidencing not less more than a majority 50% of the Outstanding Amount of the Class A Notes and (ii) Bonds, the Class B Noteholders Holders of Certificates evidencing not less more than a majority 50% of the Outstanding Amount Percentage Interests of the Class B NotesTrust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders Bondholders or Class B Noteholders, as the case may beCertificateholders; provided, provided however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders Bondholders, the Certificateholders [or the Bond Insurer,] or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes Bonds or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Bonds [and the Bond Insurer,] and in the case of clause (b) without the consent of the Noteholders representing 100% Holders of all the Outstanding Amount of such class of Notesoutstanding Certificates. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee Trustee[, the Bond Insurer] and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders Bondholders, 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 Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfiedAgreement. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s 's own rights, duties 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 Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesTransferor, without the consent of the Indenture Trustee, any Noteholder, the Administrator, the Issuer, the Owner Trustee, the Issuer Delaware Trustee or any other Person subject to satisfaction of one of the Noteholders, following conditions: (i) to cure any ambiguity, to correct the Transferor or supplement any provisions in this Agreement the Servicer delivers an Officer’s Certificate or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel to the Indenture Trustee, the Owner Trustee and the Issuer Delaware Trustee to the effect that such amendment will not materially and adversely affect in any material respect the interests of any Noteholder, the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to correct such amendment. Without limiting the foregoing and subject to clause (b) below, any manifest error in the terms term or provision of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, Transferor with the consent of (i) the Class A 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 Class A Notes Administrator, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer Delaware 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 have been given. (b) Notwithstanding anything herein to the contrary (including clause (c) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount Note Amount, the Holders of any class of the Notes which are required to consent to any such amendment, matter without the consent of all the Holders of at least the Noteholders representing 100% percentage of the Outstanding Note Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or which were required to consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. such matter before giving effect to such amendment. (c) It shall not be necessary for the consent of the Noteholders or the Indenture Trustee any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve Person consents to the substance thereof. The manner of obtaining such consents . (and any other consents of provided for in this Agreement or in any other Basic Documentd) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Eligible Lender Transferor shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Transferor shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee, the Issuer Delaware Trustee and the Indenture Trustee. (e) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Issuer Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Owner Trustee or and the Issuer Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware such Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Any term or provision of this Agreement may be amended by the Eligible Lender Trustee, Depositor and the Delaware Trustee and without the consent of the Indenture Trustee, with prior written notice any Noteholder, the Issuing Entity or any other Person subject to the Rating Agencies then rating the Notes, without the consent satisfaction of any one of the Noteholders, following conditions: (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by Depositor delivers an Opinion of Counsel, Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or the Certificateholders; or (ii) the Depositor delivers an Officer’s Certificate of the Depositor to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or the Certificateholders. An amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder, or (ii) Noteholders of a Class of Notes if the Rating Agency Condition has been satisfied with respect to correct any manifest error in the terms such amendment for such Class of this Agreement as compared to the terms expressly set forth in the ProspectusNotes. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Trustee, with prior written notice to [the Counterparties and] the Rating Agencies then rating the Notes(which notice shall be given pursuant to Section 11.18), with the written consent of (ix) the Class A Noteholders holding Notes evidencing not less than a majority of the Outstanding Amount Note Balance and (y) the Certificateholders holding in the aggregate more than 50% of the Class A Notes and (ii) beneficial interest in the Class B Noteholders evidencing not less than a majority Trust at the time of the Outstanding Amount of the Class B Notessuch action, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall shall: (a) increase reduce the interest or reduce in principal of any manner the amount of, Note or accelerate Certificate or delay the timing of, collections Final Scheduled Maturity Date of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders any Note or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of and the Notes beneficial interest in the Trust required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Trust Certificates. Notwithstanding the above, the permitted activities of the Noteholders representing 100% 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 such class the Notes held by parties exclusive of Notesthe Seller and its Affiliates. Promptly after the execution of any such amendment or consentconsent (or, in the case of [the Counterparties and] the Rating Agencies, prior thereto), the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and Trustee, [the Counterparties] and, subject to Section 11.18, to each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the 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 and delivery of such amendment have has been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise. [With respect to any amendment pursuant to this Section 11.1, if any amendment or supplement would either: (a) materially and adversely affect any of the Counterparties’ rights or obligations under an Interest Rate Swap Agreement or any other Basic Document; or (b) materially and adversely modify the obligations of, or materially and adversely impact the ability of, the Trust to fully perform any of the Trust’s obligations under an Interest Rate Swap Agreement, the Trust and the Indenture Trustee shall be required to first obtain the written consent of the applicable Counterparties to the affected Interest Rate Swap Agreements before entering into any such amendment or supplement (which consent shall not be unreasonably withheld).]

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Depositor and the Owner Trustee, with the Delaware Trustee prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and the Indenture Trustee, be continuing) and with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or 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 modifying in any manner the rights of the NoteholdersAgreement; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or Certificateholder or the Holder of the Voting Interest. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time 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 Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) and, to the Class B Noteholders evidencing not less than a majority extent the Certificates or the rights, benefits or duties of the Outstanding Amount Holder of the Class B NotesVoting Interest are affected thereby, the consent of the Holder of the Voting 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 Class A Noteholders or Class B Noteholdersthe Certificateholders; PROVIDED, as HOWEVER, that, subject to the case may be; providedexpress rights of the Security Insurer under the Basic Documents, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes and the Ownership Percentage required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Holders of the Noteholders representing 100% of the Outstanding Amount of such class of Notesall outstanding Certificates. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder of the Voting Interest or 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 Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Trust Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the holder of the Trust Certificate, (i) to cure any ambiguity, to correct or supplement any provisions in this Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Trust Agreement or of modifying in any manner the rights of the Noteholdersholders of the Notes or the holder of the Trust Certificate; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, holder of any Class of Notes or (ii) to correct any manifest error in holder of the terms of this Agreement as compared to the terms expressly set forth in the ProspectusTrust Certificate. This Trust Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, (i) with the consent of (i) the Class A Noteholders evidencing not less than a majority holder of the Outstanding Amount of the Class A Notes and Trust Certificate, (ii) with the Class B Noteholders evidencing not less than consent of a majority in interest of the Outstanding Amount Group I Controlling Parties (unless any such amendment does not affect the Group I Notes or Group I Student Loans (as evidenced in an Opinion of Counsel of the Class B Depositor regarding the lack of changes to any legal rights and remedies of the Group I Noteholders, and a confirmation from each Rating Agency that such amendment will not result in a downgrading of the then current ratings of the Group I Notes) and (iii) with the consent of a majority in interest of the Group II Controlling Parties (unless any such amendment does not affect the Group II Notes or Group II Student Loans (as evidenced in an Opinion of Counsel of the Depositor regarding the lack of changes to any legal rights and remedies of the Group II Noteholders, and a confirmation from each Rating Agency that such amendment will not result in a downgrading of the then current ratings of the Group II Notes), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of any Class A Noteholders of Notes or Class B Noteholders, as the case may beholder of the Trust Certificate; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust with respect to Group I or Group II Student Loans or distributions that shall be required to be made for the benefit of the Noteholders holders of the Group I or Group II Notes or (b) reduce the amend aforesaid percentage of the Outstanding Amount of any class the related Class or Classes of the Notes Notes, which are required to consent to any such amendment, without the consent of all outstanding holders of all Classes of Notes affected by such amendment and holder of the Noteholders representing 100% Trust Certificate. Notwithstanding anything to the contrary contained in the Indenture, such rights of consent granted to the holders of the Outstanding Amount Notes contained in clauses (a) and (b) of such class this proviso shall not be exercisable by the Group I Controlling Parties on behalf of Notesall of the Group I Noteholders or by the Group II Controlling Parties on behalf of all of the Group II Noteholders. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholderholder of the Trust Certificate, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders holder of the Trust Certificate, the holder of any class of Notes or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the holder of the Trust Certificate provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by holder of the Trust Certificate shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Prior to the execution of any amendment to this Trust Agreement, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfiedTrust Agreement. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Owner Trustee’s own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Depositor, the Administrator and the Owner Trustee, with the Delaware Trustee consent of the Holder and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to (ia) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder 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, Noteholder or (ii) the Holder or adversely affect the tax status of the Trust or result in an Adverse FASIT Event. An amendment shall not be deemed to correct adversely affect in any manifest error material respect the interests of any Noteholder or the Holder and no opinion referred to in the terms preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of this Agreement the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as compared to the terms expressly set forth in this paragraph. Notwithstanding the Prospectusforegoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Administrator and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to the Rating Agencies then rating Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, with and the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust or result in an Adverse FASIT Event; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Holder. Notwithstanding the foregoing, no provision of the Noteholders representing Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount Balance of such class of Notesthe 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 Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderHolder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Owner Trustee and the Delaware Trustee 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 an Officer’s Certificate from Agreement. Neither the Depositor stating that all conditions precedent to Owner Trustee nor the execution of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Trustee may, but Administrator shall not be obligated to, to enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware TrusteeAdministrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Depositor and the Owner Trustee, with the Delaware Trustee prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and the Indenture Trustee, be continuing) and with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or 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 modifying in any manner the rights of the NoteholdersAgreement; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or Certificateholder. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time 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 Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and, to the extent such amendment materially and (ii) adversely affects the Class B Noteholders interests of the Noteholders, the consent of the Holders of 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 Class B Notes, transfer thereof or in exchange thereof or in lieu thereof whether or not notation 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 Class A Noteholders or Class B Noteholdersthe Certificateholders; PROVIDED, as HOWEVER, that, subject to the case may be; providedexpress rights of the Security Insurer under the Basic Documents, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes and the Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Holders of the Noteholders representing 100% of the Outstanding Amount of such class of Notesall outstanding Certificates. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the 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 Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Transferor and the Owner Trustee, with the Delaware Trustee prior written consent of the Note Insurer (so long as a Note Insurer Default shall not have occurred and the Indenture Trustee, be continuing) and with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders (so long as such Certificates are 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 modifying in any manner the rights of the NoteholdersAgreement; 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 or Certificateholder. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time 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 Eligible Lender Trustee, the Delaware Trustee Transferor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating Agencies, to the Notesextent such amendment materially and adversely affects the interests of the Class A Noteholders, with the consent of (i) the 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 Class A Notes and (ii) C Certificateholder, with the Class B Noteholders evidencing not less than a majority of the Outstanding Amount consent of the Class B NotesC Certificateholder and, to the extent such amendment materially and adversely affects the interests of the Class R Certificateholder, the consent of the Class R Certificateholder (which consent of the Class R Certificateholder given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive 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 Class A Noteholders or Class B Noteholders, as the case may beany 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 Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or any Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of Class A Note Balance or the Notes Certificateholders required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of all the Outstanding Amount of such class of outstanding Class A Notes, the Class C Certificateholder or the Class R Certificateholder, as the case may be. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderCertificateholders, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the 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 any Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by any Certificateholder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Owner Trustee and the Delaware Trustee 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender TrusteeDepositor, the Delaware Trustee Seller and the Indenture Trustee, Owner Trustee with prior written notice to the Rating Agencies then rating and the NotesIndenture Trustee and with the consent of the Insurer (which consent shall not be unreasonably withheld), but without the consent of any of the Noteholders, (i) the Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectussuch amendment. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Seller and the Owner Trustee, with the Delaware Trustee and prior written consent of the Rating Agencies, the Insurer, the Indenture Trustee, with prior written notice to the Rating Agencies then rating Noteholders affected thereby evidencing more than 50% of the Notes, with the consent of (i) Percentage Interests in the Class A Noteholders evidencing not less of Notes affected thereby or more than a majority 50% of the Outstanding Amount Percentage Interests of all the Class A Notes if both Classes are so affected, and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesTransferor, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beTransferor; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student the Home Equity Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes Percentage Interests required to consent to any such amendment, without the consent of the holders of all the outstanding Notes. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Noteholders representing 100% of the Outstanding Amount of such class of NotesDepositor. Promptly after the execution of any such amendment or consentamendment, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderIndenture Trustee, the Indenture Trustee Insurer and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 12.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by the Transferor and the Noteholders shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the such execution of such amendment and delivery have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by a majority of the Eligible Lender TrusteeRegular Trustees, the Delaware Trustee Seller and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating by the NotesSeller, without the consent of any of the Noteholders, Noteholders or the 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 modifying in any manner the rights of the NoteholdersAgreement; provided, however, that (x) 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, and (y) that the Partnership Representative, without the consent of any other party, shall be entitled to make such amendments or (ii) modifications to correct any manifest error in the terms of this Agreement as compared are reasonably necessary or appropriate to address any future amendments to, or Regulations promulgated under, the terms expressly set forth in the Prospectus. Partnership Audit Procedures. (b) This Agreement may also be amended from time to time by a majority of the Eligible Lender TrusteeRegular Trustees, the Delaware Trustee Seller and the Indenture Owner Trustee, with (x) prior written notice to the Rating Agencies then rating by the NotesSeller and (y) prior to the Termination Date, with the written consent of the Majority Noteholders and thereafter, the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesMajority Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beother than under paragraph (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 Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders Noteholders; or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of the Outstanding Amount of such class of outstanding Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each the Seller (who shall promptly deliver a copy of such notice to the Rating Agencies then rating the NotesAgencies). It shall not be necessary for the consent of 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 (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating Agreement, that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfiedsatisfied and that any such amendment would not result in the Trust becoming taxable as a corporation for federal income tax purposes. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Transferor and the Owner Trustee, with the Delaware Trustee prior written consent of the Note Insurer (so long as a Note Insurer Default shall not have occurred and the Indenture Trustee, be continuing) and with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders (so long as such Certificates are 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 modifying in any manner the rights of the NoteholdersAgreement; 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 or Certificateholder. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time 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 Eligible Lender Trustee, the Delaware Trustee Transferor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating Agencies, to the Notesextent such amendment materially and adversely affects the interests of the Class A Noteholders, with the consent of (i) the 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 Class A Notes and (ii) C Certificateholder, with the Class B Noteholders evidencing not less than a majority of the Outstanding Amount consent of the Class B NotesC Certificateholder and, to the extent such amendment materially and adversely affects the interests of the Class R Certificateholder, the consent of the Class R Certificateholder (which consent of the Class R Certificateholder given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive 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 Class A Noteholders or Class B Noteholders, as the case may beany 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 Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or any Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of Class A Note Balance or the Notes Certificateholders required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of all the Outstanding Amount of such class of outstanding Class A Notes, the Class C Certificateholder or the Class R Certificateholder, as the case may be. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderCertificateholders, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the 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 any Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by any Certificateholder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Owner Trustee and the Delaware Trustee 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware 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 Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the Swap Counterparty, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the NoteholdersNoteholders or the Swap Counterparty; provided, -------- however, that such action shall not, as evidenced by an Opinion of Counsel, ------- adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the ProspectusSwap Counterparty. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, -------- ------- that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders of such class. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders representing 100% the Swap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the Outstanding Amount provisions of this Agreement or modifying in any manner the rights of the Swap Counterparty if in the Opinion of Counsel such class amendment materially adversely affects the interests of Notesthe Swap Counterparty. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution CertificateholderCertificate, the Indenture Trustee Trustee, the Swap Counterparty and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or Noteholders, the Indenture Trustee or the Swap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 satisfiedAgreement. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. The Company and the Registered Holders of a majority of the then outstanding Warrants may from time to time supplement or amend this Agreement, without the approval of any other Registered Holders, in order to cure any ambiguity or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and such Registered Holders may deem necessary or desirable and that shall not adversely affect the interests of the Registered Holders. This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent observance of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in the terms term of this Agreement as compared to the terms expressly set forth may be waived (either generally or in the Prospectus. This Agreement may also be amended from time to time a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Eligible Lender Trustee, the Delaware Trustee Company and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, with the consent Registered Holders of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may bethen-outstanding Warrants; provided, however, that no such amendment shall or waiver shall, without the consent of the Registered Holder of each outstanding Warrant affected thereby, (a) increase or reduce in any manner alter the amount ofprovisions of this Agreement so as to affect adversely the Exercise Price, the number of shares of Common Stock purchasable upon exercise of a Warrant, or accelerate or delay the timing ofadjustment provisions of Section 8, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage number of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without Warrants outstanding the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of whose Registered Holders is required for any such amendment or consent, the Eligible Lender Trustee waiver. Each Registered Holder shall furnish written notification of the substance of such be bound by any amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee waiver effected pursuant to this Section to approve the particular form of 15, whether or not any proposed notice, writing or marking indicating such amendment or consent, but it shall be sufficient if waiver appears on the certificates for the Warrants held by such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement Registered Holder or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject is delivered to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwiseRegistered Holder.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Depositor, the Administrator and the Owner Trustee, with the Delaware Trustee consent of the Holder and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) the Holder or adversely affect the tax status of the Trust or result in an Adverse FASIT Event. An amendment shall not be deemed to correct adversely affect in any manifest error material respect the interests of any Noteholder or the Holder and no opinion referred to in the terms preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of this Agreement the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as compared to the terms expressly set forth in the Prospectusthis paragraph. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Administrator and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to the Rating Agencies then rating Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, with and the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust or result in an Adverse FASIT Event; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Holder. Notwithstanding the foregoing, no provision of the Noteholders representing Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount Balance of such class of Notesthe 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 Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderHolder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Owner Trustee and the Delaware Trustee 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 an Officer’s Certificate from Agreement. Neither the Depositor stating that all conditions precedent to Owner Trustee nor the execution of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Trustee may, but Administrator shall not be obligated to, to enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware TrusteeAdministrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender TrusteeDepositor, the Delaware Owner Trustee and the Indenture Co- Owner Trustee, with the prior written notice to consent of the Rating Agencies then rating the NotesInsurer, but without the consent of any of the NoteholdersNoteholders or the Owners, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating 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 modifying in any manner the rights of the NoteholdersAgreement; 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, Noteholder or any Owner; (ii) any such action shall be deemed not to correct materially and adversely affect the interest of any manifest error in Noteholder or Certificateholder if the terms of this Agreement as compared Person requesting the amendment obtains (A) a letter from each Rating Agency to the terms expressly set forth effect that the amendment would not result in a downgrading or withdrawal of the Prospectus. This ratings then assigned to the Notes and Certificates by such Rating Agency or (B) an opinion of counsel to such effect; and (iii) any such action shall be deemed not to materially and adversely effect the interest of any Residual Interestholder of the Person requesting such amendment obtains an opinion of counsel to such effect, or Residual Interestholder representing 100% of the Percentage Interests consent to such amendment. (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 Eligible Lender TrusteeDepositor, the Delaware Owner Trustee and the Indenture Co-Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes, with the consent of (i) for so long as the Class A Notes are Outstanding, Noteholders representing not less than 51% of the Outstanding Amount acting together as a single class, and (ii) if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority 51% of the Outstanding Amount Certificate Balance (which consent of any Holder of a Note or 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 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 Class A Notes and (ii) Residual Interestholders, with the Class B Noteholders consent of Residual Interestholders evidencing not less than a majority 51% of the Outstanding Amount of the Class B NotesPercentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Agreement, or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beOwners; 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 Trust Student Loans Contracts or distributions that shall be required to be made for the benefit of the Noteholders Noteholders, the Certificateholders or Residual Interestholders or (bii) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes and the Certificate Balance or Percentage Interest required to consent to any such amendment, without the consent of the Holders of all outstanding Notes, Certificates and Residual Interest Instruments. (c) Prior to the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the Noteholders representing 100% of the Outstanding Amount substance of such class of Notes. 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 Eligible Lender Co-Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesOwner. It shall not be necessary for the consent of the Certificateholders, Residual Interestholders, 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 Eligible Lender Owner Trustee may prescribe. Prior . (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) In connection with the execution of any amendment to this AgreementAgreement or any other Basic Document to which the Issuer is a party and for which amendment the Owner Trustee's consent is sought, each of the Eligible Lender Owner Trustee and the Delaware Co-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 an Officer’s Certificate from the Depositor stating that all conditions precedent to in the Basic Documents for the execution of such amendment and delivery thereof by the Issuer, the Owner Trustee or the Co-Owner Trustee, as the case may be, have been met or otherwise satisfied. The Eligible Lender Owner Trustee or and the Delaware Co-Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Eligible Lender Owner Trustee’s 's or Delaware the Co-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 Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notesparties hereto, without the consent of any of the NoteholdersNoteholder, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of (i) curing any ambiguity, correcting or supplementing any provision which may be inconsistent with any other provision herein or in the related prospectus or prospectus supplement or (ii) adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement herein or modifying in any manner the rights of the NoteholdersNoteholders other than any amendment described in Sub-Section (c) below; provided, however, that no such action amendment described in either paragraph (i) or (ii) above shall not, as evidenced by an Opinion of Counsel, materially adversely affect in any material respect the interests of the Noteholders. (b) An amendment will be deemed not to materially adversely affect the interests of any Noteholder, or Noteholder if the party requesting the amendment obtains and delivers to the other party hereto and the Indenture Trustee: (i) an Opinion of Counsel to that effect; or (ii) to correct any manifest error in the terms of this Agreement as compared a letter from each Rating Agency to the terms expressly set forth effect that the amendment will not result in the Prospectus. a qualification, downgrading or withdrawal of its then-current rating of any class of Notes. (c) This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notesparties hereto, with the consent of (i) the Class A Noteholders evidencing not less than of at least a majority of the aggregate Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesControlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement herein or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall shall: (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit in respect of the Noteholders or Purchased Loans; or (bii) reduce the aforesaid percentage of the aggregate Outstanding Amount of any class the Controlling Class, the consent of the Notes holders which is required for any amendments to consent to any such amendmentthis Agreement, without the consent of all holders of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Notes then Outstanding. (d) Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. Agencies. (e) It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. . (f) Prior to the execution of any amendment to this Agreement, the Interim Eligible Lender Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this 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 satisfiedAgreement. The Interim Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the NoteholdersNoteholders [or any Swap Counterparty], (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the NoteholdersNoteholders whose written consent has not been obtained [or any Swap Counterparty]; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder [or any Swap Counterparty] (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee Trustee, [each Swap Counterparty] and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders Noteholders, [any Swap Counterparty] or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender 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 Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes(a) The Warrant Agent may, without the consent of any or concurrence of the NoteholdersHolders of the Warrants, by supplemental agreement or otherwise, join with the Company in making any changes or corrections in this Agreement that (i) are required to cure any ambiguity, ambiguity or to correct any defect or supplement any provisions in this Agreement inconsistent provision or for the purpose of adding any provisions to clerical omission or changing in any manner mistake or eliminating any of the provisions in this Agreement manifest error herein contained, provided that such changes or modifying in any manner corrections do not and will not adversely affect, alter or change the rights of the NoteholdersHolders of Warrants, (ii) add to the covenants and agreements of the Company in this Agreement further covenants and agreements of the Company thereafter to be observed, or surrender any rights or power reserved to or conferred upon the Company in this Agreement, provided that such changes or corrections do not and will not adversely affect, alter or change the rights of the Holders of Warrants, or (iii) will not, in the good faith opinion of the Board of Directors, as evidenced by a resolution thereof, adversely affect, alter or change the rights of the Holders of Warrants in any material respect. Amendments or supplements that do not meet the requirements of the preceding sentence shall require the written consent of the Holders of a majority of the then outstanding Warrants; provided, however, that the consent of each Holder is required for any amendment or supplement pursuant to which the Exercise Price would be increased or the number of shares of Common Stock purchasable upon exercise of Warrants would be decreased (other than pursuant to adjustments as provided in Section 7). (b) So long as any Warrants are outstanding and held by the Required Initial Holders, prior to amending the Series A Warrant Agreement or the Series B Warrant Agreement in such action a manner as to provide the Holders of the Series A Warrants or the Series B Warrants with rights in addition or superior to those provided to the Holders of the Warrants under this Agreement, the Company shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests give written notice of any Noteholdersuch proposed amendment (a "Proposed Amendment"), which shall include the text of the Proposed Amendment, to the Required Initial Holders (with a copy to the Warrant Agent) and shall offer to the Required Initial Holders to amend this Agreement (subject to any consent requirements imposed by this Agreement) so as to provide the Holders of the Warrants with rights no less favorable than the rights to be provided to the Holders of the Series A Warrants or (ii) to correct any manifest error the Series B Warrants in the terms Proposed Amendment. If, within ten Business Days after their receipt of this Agreement as compared to such written notice from the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender TrusteeCompany, the Delaware Trustee and the Indenture Trustee, with prior Required Initial Holders shall give written notice to the Rating Agencies then rating Company (with a copy to the Notes, with Warrant Agent) that they seek to have this Agreement amended to provide the consent of (i) the Class A Noteholders evidencing not less than a majority Holders of the Outstanding Amount Warrants with such rights, the Company shall not amend the Series A Warrant Agreement or the Series B Warrant Agreement to provide for such rights unless, concurrently with, or immediately prior to, the effectiveness of the Class A Notes and (ii) Proposed Amendment, the Class B Noteholders evidencing not less than a majority Company shall amend this Agreement to provide such rights to the Holders of the Outstanding Amount Warrants. If within the period of ten Business Days described in the immediately preceding sentence, the Required Initial Holders do not so provide notice to the Company that they seek to have this Agreement so amended, or if the Holders of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to Warrants do not approve and consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any an amendment to this Agreement, the Eligible Lender Trustee Company shall be deemed to have complied with this Section 12(b) with respect to the Proposed Amendment, and the Delaware Trustee Company shall then have the right to amend the Series A Warrant Agreement and the Series B Warrant Agreement as provided in the Proposed Amendment without so amending this Agreement. In no event shall the failure of the Required Initial Holders to seek to have this Agreement amended under this Section 12(b) with respect to any Proposed Amendment affect the applicability of this Section 12(b) with respect to any subsequent Proposed Amendment. Any written notice required to be given by the Company or the Required Initial Holders pursuant to this Section 12(b) shall be entitled to receive given in the manner, and rely upon an Opinion of Counsel stating that with 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 Eligible Lender Trustee or the Delaware Trustee mayeffect provided in, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwiseSection 3(f).

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Trustee, Depositor and the Delaware Owner Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders, Noteholders or the 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 modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; and 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. 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’ after receipt of notice of such amendment, shall have notified the Depositor, the Servicer or the Issuer in writing that such amendment will result in a reduction or withdrawal of the then current rating of the outstanding Class(es) of Notes. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time time, by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) and, to the Class B Noteholders extent the Certificates are affected thereby, the consent of the Holders of Certificates evidencing not less than a majority of the Outstanding Amount of the Class B Notes, 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 Class A Noteholders or Class B Noteholders, as the case may beCertificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (bii) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes and the Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Holders of the Noteholders representing 100% of the Outstanding Amount of such class of Notesall outstanding Certificates. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee Servicer shall furnish written notification of the substance of such amendment or consent to the Excess Distribution each Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. Agencies. (c) It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware 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.

Supplements and Amendments. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and may not be amended amended, except in a writing signed by the Eligible Lender Trustee, the Delaware Trustee both of them. The Company and the Indenture Trustee, with prior written notice Warrant Agent may from time to time supplement or amend this Agreement or the Rating Agencies then rating the Notes, without the consent of any of the Noteholders, Warrants (i) without the approval of any Holders in order to cure any ambiguity, manifest error or other mistake in this Agreement or the Warrants, or to correct or supplement any provision contained herein or in the Warrants that may be defective or inconsistent with any other provision herein or in the Warrants, or to make any other provisions in this Agreement regard to matters or for questions arising hereunder that the purpose of adding any provisions to Company and the Warrant Agent may deem necessary or changing in any manner desirable and that shall not adversely affect, alter or eliminating any change the interests of the provisions in this Agreement Holders or modifying in any manner (ii) with the rights prior written consent of Holders of the NoteholdersWarrants exercisable for a majority of the Warrant Shares then issuable upon exercise of the Warrants then outstanding (and, if the Initial Holder or the Opioid Trust (or a nominee of the Opioid Trust) at such time holds Warrants exercisable for less than a majority of the Warrant Shares, the Initial Holder or the Opioid Trust, as applicable); provided, however, that such action the prior written consent of each Holder of Warrants affected thereby shall notbe required for any amendment of this Agreement pursuant to which the Exercise Price would be increased, as evidenced by the Warrant Number would be decreased or the Expiration Date would be advanced to an Opinion earlier date. Notwithstanding anything to the contrary herein, if upon the delivery of Counsel, adversely affect a certificate from an Appropriate Officer of the Company which states that the proposed supplement or amendment is in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in compliance with the terms of this Agreement as compared to Section 22 and, provided, that such supplement or amendment does not adversely affect the terms expressly set forth in Warrant Agent’s rights or increase the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender TrusteeWarrant Agent’s duties, liabilities or obligations hereunder, the Delaware Trustee Warrant Agent shall execute such supplement or amendment. Any amendment, modification or waiver effected pursuant to and the Indenture Trustee, in accordance with prior written notice to the Rating Agencies then rating the Notes, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Section 22 will be binding upon all Holders and upon each future Holder, the Company, and the Warrant Agent. In the event of any amendment, modification or waiver, the Company will give prompt notice thereof to all Holders and, if appropriate, notation thereof will be made on all certificates representing Warrants thereafter surrendered for registration of transfer or exchange. No supplement, modification or waiver to this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for effective unless duly executed by the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwiseWarrant Agent.

Supplements and Amendments. (a) This Agreement may be amended by the Eligible Lender Depositor and the Owner Trustee, [with the Delaware Trustee prior written consent of the Swap Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Swap Provider)] and the Indenture Trustee, with prior written notice by the Depositor to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders 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 modifying in any manner the rights of the NoteholdersAgreement; 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, Noteholder or Certificateholder. (iib) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time time[, with the prior written consent of the Swap Provider (unless, such amendment could not reasonably be expected to have a material adverse effect on the Swap Provider)] by the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Owner Trustee, with prior written notice by the Depositor to the Rating Agencies then rating Agencies, to the Notesextent such amendment materially and adversely affects the interests of the Noteholders, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes Notes, and (ii) the Class B Noteholders evidencing not less than a majority consent of the Outstanding Amount Certificateholder (which consent of the Class B Notes, any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beCertificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all of the Noteholders representing 100% of outstanding Notes and the Outstanding Amount of such class of NotesCertificateholder. Promptly after the execution of any such amendment or consent, the Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee Trustee[, the Swap Provider] and the Depositor (who shall send such notification to each of the Rating Agencies then rating the NotesAgencies). 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 the Certificateholder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended from time to time, including in connection with the execution of additional indentures, by a written amendment duly executed and delivered by the Eligible Lender Trustee, the Delaware Trustee Beneficiary and the Indenture Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of the Indenture Trustee or any of the Noteholders, (i) to cure any ambiguityupon issuance of a Master Trust Tax Opinion and an Issuing Entity Tax Opinion, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any which shall not be expenses of the provisions in this Agreement or modifying in any manner the rights of the NoteholdersOwner Trustee; provided, however, that such action shall not, amendment will not as evidenced by an Opinion Officer’s Certificate of Counselthe Transferor addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder, or be reasonably expected to have an Adverse Effect (ii) to correct any manifest error as defined in the terms Indenture) and is not reasonably expected to have an Adverse Effect at any time in the future; provided, further, however, that such amendment will not significantly change the activities of the Owner Trust. The Owner Trustee will not be responsible for determining whether such amendment to this Agreement as compared to will significantly change the terms expressly set forth in activities of the Prospectus. Owner Trust. (b) This Agreement may also be amended from time to time time, by a written instrument executed by the Eligible Lender Owner Trustee, at the Delaware Trustee written direction of the Beneficiary, and the Indenture TrusteeBeneficiary, with prior written notice to each Note Rating Agency, upon issuance of a Master Trust Tax Opinion and an Issuing Entity Tax Opinion and (A) in the Rating Agencies then rating case of a significant change to Section 2.03 which the NotesOwner Trust reasonably believes will not have an Adverse Effect (as defined in the Indenture), with the consent of (i) the Class A Noteholders evidencing holders of not less than a majority of the Outstanding Dollar Principal Amount (as defined in the Indenture) of the Class A each series, class or tranche of Notes affected by such change, and (iiB) in all other cases, with the Class B Noteholders evidencing not less consent of holders of more than a majority 66 2/3% of the Outstanding Dollar Principal Amount of the Class B Noteseach series, for the purpose class or tranche 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 Class A Noteholders or Class B Noteholders, as the case may beNotes 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 (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans in respect of any Collateral Certificate or any Receivables or distributions that shall be are required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Dollar Principal Amount of any class the Notes, the holders of the Notes which are required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee Owner Trust shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderIndenture Trustee, the Indenture Trustee each Collateral Agent and each of the Note Rating Agencies then rating the NotesAgency. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee Beneficiary pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to Promptly after the execution of any amendment to this Agreementthe Certificate of Trust, the Eligible Lender Owner Trustee and shall cause the Delaware filing of such amendment with the Secretary of State. The Owner Trustee shall be entitled to receive receive, and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and shall be fully protected in relying upon, an Officer’s Certificate from of the Depositor stating that all conditions precedent Owner Trust or the Administrator to the execution of effect that the amendment is authorized and that the conditions to such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes(a) The Warrant Agent may, without the consent of any or concurrence of the NoteholdersHolders of the Warrants, by supplemental agreement or otherwise, join with the Company in making any changes or corrections in this Agreement that (i) are required to cure any ambiguity, ambiguity or to correct any defect or supplement any provisions in this Agreement inconsistent provision or for the purpose of adding any provisions to clerical omission or changing in any manner mistake or eliminating any of the provisions in this Agreement manifest error herein contained, provided that such changes or modifying in any manner corrections do not and will not adversely affect, alter or change the rights of the NoteholdersHolders of Warrants, (ii) add to the covenants and agreements of the Company in this Agreement further covenants and agreements of the Company thereafter to be observed, or surrender any rights or power reserved to or conferred upon the Company in this Agreement, provided that such changes or corrections do not and will not adversely affect, alter or change the rights of the Holders of Warrants, or (iii) will not, in the good faith opinion of the Board of Directors, as evidenced by a resolution thereof, adversely affect, alter or change the rights of the Holders of Warrants in any material respect. Amendments or supplements that do not meet the requirements of the preceding sentence shall require the written consent of the Holders of a majority of the then outstanding Warrants; provided, however, that the consent of each Holder is required for any amendment or supplement pursuant to which the Exercise Price would be increased or the number of shares of Common Stock purchasable upon exercise of Warrants would be decreased (other than pursuant to adjustments as provided in Section 7). (b) So long as the Initial Holders and their Affiliates are the beneficial and record owners of at least a majority of the Warrants then outstanding, prior to amending the Series B Warrant Agreement in such action a manner as to provide the Holders of the Series B Warrants with rights in addition or superior to those provided to the Holders of the Warrants under this Agreement, the Company shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests give written notice of any Noteholdersuch proposed amendment (the "Proposed Series B Amendment"), or which shall include the text of the Proposed Series B Amendment, to the Initial Holders that are Holders on the date of such notice (iiwith a copy to the Warrant Agent) and shall offer to correct the Required Initial Holders to amend this Agreement (subject to any manifest error consent requirements imposed by this Agreement) so as to provide the Holders of the Warrants with rights no less favorable than the rights to be provided to the Holders of the Series B Warrants in the terms Proposed Series B Amendment. If, within ten Business Days after the receipt by such Initial Holders of this Agreement as compared to such written notice from the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender TrusteeCompany, the Delaware Trustee and the Indenture Trustee, with prior Required Initial Holders shall give written notice to the Rating Agencies then rating Company (with a copy to the Notes, with Warrant Agent) that they seek to have this Agreement amended to provide the consent of (i) the Class A Noteholders evidencing not less than a majority Holders of the Outstanding Amount Warrants with such rights, the Company shall not amend the Series B Warrant Agreement to provide for such rights unless, concurrently with, or immediately prior to, the effectiveness of the Class A Notes and (ii) Proposed Series B Amendment, the Class B Noteholders evidencing not less than a majority Company shall amend this Agreement to provide such rights to the Holders of the Outstanding Amount Warrants. If within the period of ten Business Days described in the immediately preceding sentence, the Required Initial Holders do not so provide notice to the Company that they seek to have this Agreement so amended, or if the Holders of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to Warrants do not approve and consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any an amendment to this Agreement, the Eligible Lender Trustee Company shall be deemed to have complied with this Section 12(b) with respect to the Proposed Series B Amendment, and the Delaware Trustee Company shall then have the right to amend the Series B Warrant Agreement as provided in the Proposed Series B Amendment without so amending this Agreement. In no event shall the failure of the Required Initial Holders to seek to have this Agreement amended under this Section 12(b) with respect to any Proposed Series B Amendment affect the applicability of this Section 12(b) with respect to any subsequent Proposed Series B Amendment. Any written notice required to be given by the Company or the Required Initial Holders pursuant to this Section 12(b) shall be entitled to receive given in the manner, and rely upon an Opinion of Counsel stating that with 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 Eligible Lender Trustee or the Delaware Trustee mayeffect provided in, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwiseSection 3(f).

Supplements and Amendments. This Agreement may be amended by the Depositor and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the NoteholdersNoteholders or the Swap Counterparty, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the NoteholdersNoteholders or the Swap Counterparty; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, Noteholder or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the ProspectusSwap Counterparty. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders of such class. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders representing 100% Swap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the Outstanding Amount provisions of this Agreement or modifying in any manner the rights of the Swap Counterparty if in the Opinion of Counsel such class amendment materially adversely affects the interests of Notesthe Swap Counterparty. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution CertificateholderCertificate, the Indenture Trustee Trustee, the Swap Counterparty and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or Noteholders, the Indenture Trustee or the Swap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 satisfiedAgreement. The Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes(a) The Warrant Agent may, without the consent of any or concurrence of the NoteholdersHolders of the Warrants, by supplemental agreement or otherwise, join with the Company in making any changes or corrections in this Agreement that (i) are required to cure any ambiguity, ambiguity or to correct any defect or supplement any provisions in this Agreement inconsistent provision or for the purpose of adding any provisions to clerical omission or changing in any manner mistake or eliminating any of the provisions in this Agreement manifest error herein contained, provided that such changes or modifying in any manner corrections do not and will not adversely affect, alter or change the rights of the NoteholdersHolders of Warrants, (ii) add to the covenants and agreements of the Company in this Agreement further covenants and agreements of the Company thereafter to be observed, or surrender any rights or power reserved to or conferred upon the Company in this Agreement, provided that such changes or corrections do not and will not adversely affect, alter or change the rights of the Holders of Warrants, or (iii) will not, in the good faith opinion of the Board of Directors, as evidenced by a resolution thereof, adversely affect, alter or change the rights of the Holders of Warrants in any material respect. Amendments or supplements that do not meet the requirements of the preceding sentence shall require the written consent of the Holders of a majority of the then outstanding Warrants; provided, however, that the consent of each Holder is required for any amendment or supplement pursuant to which the Exercise Price would be increased or the number of shares of Common Stock purchasable upon exercise of Warrants would be decreased (other than pursuant to adjustments as provided in Section 7). (b) So long as any Warrants are outstanding and held by the Required Initial Holders, prior to amending the Series A Warrant Agreement or the Series B Warrant Agreement in such action a manner as to provide the Holders of the Series A Warrants or the Series B Warrants with rights in addition or superior to those provided to the Holders of the Warrants under this Agreement, the Company shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests give written notice of any Noteholdersuch proposed amendment (a “Proposed Amendment”), which shall include the text of the Proposed Amendment, to the Required Initial Holders (with a copy to the Warrant Agent) and shall offer to the Required Initial Holders to amend this Agreement (subject to any consent requirements imposed by this Agreement) so as to provide the Holders of the Warrants with rights no less favorable than the rights to be provided to the Holders of the Series A Warrants or (ii) to correct any manifest error the Series B Warrants in the terms Proposed Amendment. If, within ten Business Days after their receipt of this Agreement as compared to such written notice from the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Eligible Lender TrusteeCompany, the Delaware Trustee and the Indenture Trustee, with prior Required Initial Holders shall give written notice to the Rating Agencies then rating Company (with a copy to the Notes, with Warrant Agent) that they seek to have this Agreement amended to provide the consent of (i) the Class A Noteholders evidencing not less than a majority Holders of the Outstanding Amount Warrants with such rights, the Company shall not amend the Series A Warrant Agreement or the Series B Warrant Agreement to provide for such rights unless, concurrently with, or immediately prior to, the effectiveness of the Class A Notes and (ii) Proposed Amendment, the Class B Noteholders evidencing not less than a majority Company shall amend this Agreement to provide such rights to the Holders of the Outstanding Amount Warrants. If within the period of ten Business Days described in the immediately preceding sentence, the Required Initial Holders do not so provide notice to the Company that they seek to have this Agreement so amended, or if the Holders of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to Warrants do not approve and consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe. Prior to the execution of any an amendment to this Agreement, the Eligible Lender Trustee Company shall be deemed to have complied with this Section 12(b) with respect to the Proposed Amendment, and the Delaware Trustee Company shall then have the right to amend the Series A Warrant Agreement and the Series B Warrant Agreement as provided in the Proposed Amendment without so amending this Agreement. In no event shall the failure of the Required Initial Holders to seek to have this Agreement amended under this Section 12(b) with respect to any Proposed Amendment affect the applicability of this Section 12(b) with respect to any subsequent Proposed Amendment. Any written notice required to be given by the Company or the Required Initial Holders pursuant to this Section 12(b) shall be entitled to receive given in the manner, and rely upon an Opinion of Counsel stating that with 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 Eligible Lender Trustee or the Delaware Trustee mayeffect provided in, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwiseSection 3(f).

Supplements and Amendments. [This Agreement may be amended by the Eligible Lender Depositor, the Securities Administrator and the Owner Trustee, with the Delaware Trustee consent of the Holder and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to (ia) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder 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, Noteholder or (ii) the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to correct adversely affect in any manifest error material respect the interests of any Noteholder or the Holder and no opinion referred to in the terms preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of this Agreement the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as compared to the terms expressly set forth in this paragraph. Notwithstanding the Prospectus. foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above.] This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Securities Administrator and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to the Rating Agencies then rating Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, with and the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Holder. Notwithstanding the foregoing, no provision of the Noteholders representing Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount Balance of such class of Notesthe 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 Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderHolder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from Agreement. Neither the Depositor stating that all conditions precedent to Owner Trustee nor the execution of such amendment have been met or otherwise satisfied. The Eligible Lender Trustee or the Delaware Trustee may, but Securities Administrator shall not be obligated to, to enter into any such amendment which affects the Eligible Lender Owner Trustee’s or Delaware TrusteeSecurities Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Eligible Lender Depositor, the Securities Administrator and the Owner Trustee, with the Delaware Trustee consent of the Holder and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to (ia) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder 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, Noteholder or (ii) the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to correct adversely Trust Agreement affect in any manifest error material respect the interests of any Noteholder or the Holder and no opinion referred to in the terms preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of this Agreement the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as compared to the terms expressly set forth in this paragraph. Notwithstanding the Prospectusforegoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Eligible Lender Depositor, the Securities Administrator and the Owner Trustee, with the Delaware Trustee prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, with prior written notice to the Rating Agencies then rating Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, with and the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may beHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the Holder. Notwithstanding the foregoing, no provision of the Noteholders representing Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount Balance of such class of Notesthe 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 Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution CertificateholderHolder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Eligible Lender Trustee and the Delaware Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement 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 Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.Trust Agreement