Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder 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 outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, Trustee without the consent of the Indenture Trustee, any Noteholder, the Issuing Entity or any other Person subject to the satisfaction of one of the following conditions: (i) the Depositor delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or Certificateholders; or (ii) the Depositor delivers an Officer’s Certificate of the Depositor to correct, supplement or modify any provisions in this Agreement; provided, however, the Indenture Trustee to the effect that such action shall not, as evidenced by an Opinion of Counsel delivered to amendment will not materially and adversely affect the Owner Trustee which may be based upon a certificate interests of the Servicer, Noteholders or the Certificateholders. An amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) Noteholders of a Class of Notes if the Rating Agency Condition has been satisfied with respect to such amendment for such Class of Notes. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, Agencies (which notice shall be given pursuant to the extent such amendment materially and adversely affects the interests of the NoteholdersSection 11.18), with the written consent of the (x) 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 Notesbeneficial interest in the Trust at the time of such action, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall shall: (ia) 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder any Note or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance beneficial interest in the Trust required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust Certificates. Notwithstanding the Certificateholderabove, the permitted activities of the Trust set forth in Section 2.3 may not be significantly amended without the consent of Noteholders, other than the Seller and its Affiliates as Noteholders, evidencing not less than a majority of the Outstanding Amount of the Notes held by parties exclusive of the Seller and its Affiliates. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, prior thereto), the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification and, subject to Section 11.18, to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have has been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. Notwithstanding anything herein to the contrary, any term or provision of this Agreement may be amended by the Depositor and the Trustee without the consent of the Noteholders, Certificateholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment for the Depositor or its Affiliate or the Trust under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder 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 outstanding Outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder 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 outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) Noteholder. This Agreement may also be amended from time to time by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent 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 and (ii) the Class B Noteholders evidencing not less than a majority of the Class B Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (iib) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the CertificateholderNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement 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 Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, Trustee without the consent of the Indenture Trustee, any Noteholder, the Issuing Entity or any other Person subject to the satisfaction of one of the following conditions: (i) the Depositor delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or Certificateholders; or (ii) the Depositor delivers an Officer’s Certificate of the Depositor to correct, supplement or modify any provisions in this Agreement; provided, however, the Indenture Trustee to the effect that such action shall not, as evidenced by an Opinion of Counsel delivered to amendment will not materially and adversely affect the Owner Trustee which may be based upon a certificate interests of the Servicer, Noteholders or the Certificateholders. An amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) Noteholders of a Class of Notes if the Rating Agency Condition has been satisfied with respect to such amendment for such Class of Notes. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, Agencies (which notice shall be given pursuant to the extent such amendment materially and adversely affects the interests of the NoteholdersSection 11.18), with the written consent of the (x) 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 Notesbeneficial interest in the Trust at the time of such action, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall shall: (ia) 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder any Note or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance beneficial interest in the Trust required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust Certificates. Notwithstanding the Certificateholderabove, the permitted activities of the Trust set forth in Section 2.3 may not be significantly amended without the consent of Noteholders, other than the Seller and its Affiliates as Noteholders, evidencing not less than a majority of the Outstanding Amount of the Notes held by parties exclusive of the Seller and its Affiliates. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, prior thereto), the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification and, subject to Section 11.18, to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have has been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to the satisfaction of one of the following conditions: (i) the Depositor delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment; provided, that no amendment shall be effective which affects the rights, protections or duties of the Indenture Trustee without the prior written consent of the Indenture Trustee, (which consent shall not be unreasonably withheld or delayed); provided, further, that the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the Noteholders or Depositor and the CertificateholderOwner Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance of the Certificates consent to cure any ambiguity or defect such amendment or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerTrustee, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholderthe Certificateholders. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall Certificateholders with the consent of: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections Holders of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (ii) reduce the aforesaid percentage Notes evidencing not less than a majority of the Outstanding Amount of the Notes and Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate balance required to consent to any such amendment, without Balance. It will not be necessary for the consent of Noteholders or Certificateholders to approve the Holders particular form of all any proposed amendment or consent, but it will be sufficient if such consent approves the outstanding Notes and the Certificateholder. substance thereof. (c) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send Administrator. The Administrator will thereafter deliver a copy of such notification notice to each Rating Agency pursuant to Section 1(d) of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents Administration Agreement. (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Documentd) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder 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 outstanding Outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trustany other Basic Document, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Note Rating Agencies, without the consent of the Indenture Trustee, any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect defect, to correct or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall notamendment will not (i) as evidenced by an Officer's Certificate of the Depositor addressed and delivered to the Owner Trustee and the Indenture Trustee, materially and adversely affect the interest of any Noteholder or the Owner Trust or significantly change any of the Trust's permitted activities as described in Section 2.3 and (ii) as evidenced by an Opinion of Counsel addressed and delivered to the Owner Trustee which may and the Indenture Trustee, cause the Owner Trust to be based upon classified as an association (or a certificate publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, further, that the Depositor shall deliver written notice of such amendments to each Note Rating Agency prior to the Servicer, adversely affect in any material respect the interests execution of any Noteholder or Certificateholder. (b) such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Note Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the prior written consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, provided that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables in respect of the Series Certificate or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholder, or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and Notes, the Certificate balance Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Note Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by a majority of the Depositor Regular Trustees, the Seller and the Owner Trustee, and with prior written notice by the Depositor to the Rating AgenciesAgencies by the Seller, without the consent of any of the Noteholders or the Certificateholder, Certificateholders: (i) to cure any ambiguity or defect or defect; (ii) to correct, supplement or modify any provisions in this Agreement; (iii) to conform this Agreement to any offering document; or (iv) to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that (x) such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerSeller, adversely affect in any material respect the interests of any Noteholder Noteholder, and (y) the Partnership Representative, without the consent of any other party, shall be entitled to make such amendments or Certificateholdermodifications to this Agreement as are reasonably necessary or appropriate to address any future amendments to, or Regulations promulgated under, the Partnership Audit Procedures. (b) This Agreement may also be amended from time to time by a majority of the Depositor Regular Trustees, the Seller and the Owner Trustee, with (x) prior written notice by the Depositor to the Rating Agencies, Agencies by the Seller and (y) prior to the extent such amendment materially and adversely affects Termination Date, the interests written consent of the NoteholdersMajority Noteholders and thereafter, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the NotesMajority Certificateholders, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholderother 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: (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Noteholders; or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the CertificateholderNotes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor Seller (who shall send promptly deliver a copy of such notification notice to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Majority Noteholders or the 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 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 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 by the Owner Trustee of any amendment to this Agreement or the Certificate of Trustany Basic Document, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel (such Opinion of Counsel to be obtained at the expense of the Trust) stating that the execution of such amendment is authorized or permitted by this Agreement and Agreement, that all conditions precedent to the execution and delivery of such amendment have been satisfiedsatisfied and that any such amendment would not result in the Trust becoming taxable as a corporation for federal income tax purposes. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. All fees and expenses of the Owner Trustee accrued in connection with an amendment or supplement made pursuant to this Section 11.1 shall be payable in accordance with Section 8.1.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or 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 (including for the issuance of Fixed Value Securities pursuant to Section 2.03 of the Sale and Servicing Agreement) or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor Depositor, the Company and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent Holders of any Holder Certificates evidencing not less than a majority 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) the Percentage Interests evidenced by the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and or of the Certificate balance Percentage Interests evidenced by the Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and parties hereto with prior written notice by the Depositor to the Administrator (who shall make such notice available to each Rating AgenciesAgency pursuant to Section 1.02(c) of the Administration Agreement), without the consent of any Securityholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of, (i) adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this AgreementCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms set forth in the Prospectus. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trusteeparties hereto, with prior written notice to the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement), with the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Depositor to the Rating AgenciesTrust Certificates and, to the extent if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Noteholders Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders, (ii) increase or reduce any Interest Rate or Certificate Rate or (iiiii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and or of the Certificate balance Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust Certificates affected thereby. (c) Prior to the Certificateholder. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement). (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to . (f) In connection with the execution of any amendment to this Agreement or any other basic Document to which the Certificate of TrustIssuer is a party and for which amendment the Owner Trustee’s or the Delaware Trustee’s consent is sought, the Owner Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement or such other Basic Document, as the case may be, and that all conditions precedent to in this Agreement or such other Basic Document, as the case may be, for the execution and delivery of such amendment thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and the consent their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consent excluding for such purpose Certificates owned by NARC II, NMAC or any 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 their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and binding on such Holdertheir Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Note Rating Agencies, without the consent of the Indenture Trustee, any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect defect, to correct or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall notamendment will not (i) as evidenced by an Officer's Certificate of the Depositor addressed and delivered to the Owner Trustee and the Indenture Trustee, materially and adversely affect the interest of any Noteholder or the Owner Trust or significantly change any of the Owner Trust's permitted activities as described in Section 2.3 and (ii) as evidenced by an Opinion of Counsel addressed and delivered to the Owner Trustee which may and the Indenture Trustee, cause the Owner Trust to be based upon classified as an association (or a certificate publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, further, that the Depositor shall deliver written notice of such amendments to each Note Rating Agency prior to the Servicer, adversely affect in any material respect the interests execution of any Noteholder or Certificateholder. (b) such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Note Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the prior written consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, provided that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables in respect of the Series Certificate or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholder, or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and Notes, the Certificate balance Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Note Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Trust Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, Delaware Trustee without the consent of any of the Noteholders Holders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementTrust 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 modifying in any manner the rights of the Holders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the Servicercounsel, adversely affect in any material respect the interests of any Noteholder Holder or Certificateholder. (b) . This Trust Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, Delaware Trustee (a) with the consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes, Notes and (b) with the consent of the Certificateholder (which consent Certificateholders of any Holder Certificates evidencing not less than a majority 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) the aggregate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Noteholders Holders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders Holders or the Certificateholder Certificateholders or (ii) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Certificate balance Percentage Interest of Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Holders and the CertificateholderCertificateholders. Promptly after the execution of any such amendment or consent, the Owner Delaware Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee each Certificateholder and the Depositor (who shall send such notification to each of the Rating Agencies)Indenture Trustee. It shall not be necessary for the consent of the Certificateholder, the Noteholders Certificateholders or the Trustee Holders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Delaware Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustTrust Agreement, the Owner Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Trust Agreement and that all conditions precedent to the execution and delivery of such amendment thereto have been satisfiedmet. The Owner Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Delaware Trustee’s own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and the consent their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consent excluding for such purpose Certificates owned by NARC II, NMAC or any 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 their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and binding on such Holdertheir Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice made available by the Depositor Administrator to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered with respect to the Owner Trustee which may be based upon a certificate of the Servicersuch amendment, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) ; provided, further, that such amendment shall be deemed not to adversely affect in any material respect the interest of any Noteholder or Certificateholder and no Opinion of Counsel shall be required if the Rating Agency Condition is satisfied with respect to each Rating Agency. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor Administrator to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the aggregate 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) Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and the CertificateholderTrust Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who Administrator, and the Administrator shall send make such notification notice available to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee (and the Paying Agent and Certificate Registrar) shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all the conditions precedent to the execution and delivery of such amendment have been satisfiedmet. The Owner Trustee Trustee, Paying Agent, Certificate Registrar and authenticating agent may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own their respective rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Note Rating Agencies, without the consent of the Indenture Trustee, any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect defect, to correct or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall notamendment will not (i) as evidenced by an Officer's Certificate of the Depositor addressed and delivered to the Owner Trustee and the Indenture Trustee, materially and adversely affect the interest of any Noteholder or the Owner Trust and (ii) as evidenced by an Opinion of Counsel addressed and delivered to the Owner Trustee which may and the Indenture Trustee, cause the Owner Trust to be based upon classified as an association (or a certificate publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, further, that the Depositor shall deliver written notice of such amendments to each Note Rating Agency prior to the Servicer, adversely affect in any material respect the interests execution of any Noteholder or Certificateholder. (b) such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Note Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the prior written consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, provided that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables in respect of the Series Certificate or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholder, or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and Notes, the Certificate balance Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Note Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate satisfaction of the ServicerRating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the 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) Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate Certificate or delay the timing of, collections Stated Maturity Date of payments on Receivables or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders or the Certificateholder Holder of such Note or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust Certificates. This Agreement may be amended by the Depositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) Noteholder. This Agreement may also be amended from time to time by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent 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 and (ii) the Class B Noteholders evidencing not less than a majority of the Class B Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (iib) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the CertificateholderNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) Noteholder. This Agreement may also be amended from time to time by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent 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 and (ii) the Class B Noteholders evidencing not less than a majority of the Class B Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (iib) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the CertificateholderNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate satisfaction of the ServicerRating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) ; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrade or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the aggregate 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) Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and the CertificateholderTrust Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provision in this Agreement or for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. Such amendments require: (i) to cure any ambiguity or defect or satisfaction of the Rating Agency Condition and (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate Officer’s Certificate of the Servicer, Depositor stating that the amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than holders of at least a majority of the Outstanding Amount of the NotesControlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely, (ii) an Officer’s Certificate of the Depositor to that effect is delivered to the Indenture Trustee and the Owner Trustee by the Depositor and (iii) satisfaction of the Rating Agency Condition) and the consent of the Certificateholder Certificateholders evidencing at least a majority Percentage Interest of the Trust Certificates (which consent unless (i) the interests of any Holder the Certificateholders are not affected materially and adversely and (ii) an Officer’s Certificate of a Certificate or Note given pursuant the Depositor to this Section or pursuant that effect is delivered to any other provision of this Agreement shall be conclusive and binding on such Holder) the Owner Trustee by the Depositor), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes Controlling Securities and the Certificate balance Percentage Interest in the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Outstanding Notes and the CertificateholderCertificates affected thereby. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Administrator and the Administrator shall furnish such notice to each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee Administrator may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. Prior to In connection with the execution of any amendment to this Agreement or any amendment to any other agreement to which the Certificate of TrustIssuing Entity is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement or, as applicable such other agreement, and that all conditions precedent to the execution and delivery of such amendment thereof by the Issuing Entity or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. Notwithstanding any other provision of this Agreement, if the consent of the Swap Counterparty, if any, is required pursuant to the Swap Counterparty Rights Agreement to amend this Agreement, any such purported amendment shall be null and void ab initio unless the Swap Counterparty, if any, consents in writing to such amendment.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Company and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests interest of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor Company and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Certificates evidencing not less than a majority of a the 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) Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall shall: (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this Agreement or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of Trust Certificates evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder aggregate Certificate Percentage Interest (which consent of any Holder of a Note or Trust Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such HolderHolder and on all future Holders of such Note or Trust Certificate, as the case may be, issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made thereon) and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Agreement, or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, (i) collections of payments on Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or any Interest Rate or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust Certificates. (c) Prior to the Certificateholder. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Administrator and each Rating Agency. (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to . (f) In connection with the execution of any amendment to this Agreement or any other Basic Document to which the Certificate of TrustIssuer is a party and for which amendment the Owner Trustee's consent is sought, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement the Basic Documents and that all conditions precedent to in the Basic Documents for the execution and delivery of such amendment thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provision in this Agreement or for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. Such amendments require: (i) to cure any ambiguity or defect or satisfaction of the Rating Agency Condition and (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate Officer’s Certificate of the Servicer, Depositor stating that the amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority holders of at least 50% of the Outstanding Amount of the NotesControlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely, (ii) an Officer’s Certificate to that effect is delivered to the Indenture Trustee and the Owner Trustee by the Depositor and (iii) satisfaction of the Rating Agency Condition) and the consent of the Certificateholder Certificateholders evidencing not less than a 50% Percentage Interest of the Trust Certificates (which consent unless (i) the interests of any Holder of a the Certificateholders are not affected materially and adversely and (ii) an Officer’s Certificate or Note given pursuant to this Section or pursuant that effect is delivered to any other provision of this Agreement shall be conclusive and binding on such Holder) the Owner Trustee by the Depositor), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes Controlling Securities and the Certificate balance Percentage Interest in the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Outstanding Notes and the CertificateholderCertificates affected thereby. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Administrator and the Administrator shall furnish such notice to each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee Administrator may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. Prior to In connection with the execution of any amendment to this Agreement or any amendment to any other agreement to which the Certificate of TrustIssuing Entity is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement or, as applicable such other agreement, and that all conditions precedent to the execution and delivery of such amendment thereof by the Issuing Entity or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. Notwithstanding any other provision of this Agreement, if the consent of the Swap Counterparty, if any, is required pursuant to the Swap Counterparty Rights Agreement to amend this Agreement, any such purported amendment shall be null and void ab initio unless the Swap Counterparty, if any, consents in writing to such amendment.

Supplements and Amendments. (a) This Agreement may be amended by the Trust Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders Noteholders[, the Swap Counterparty] or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this Agreement or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder Noteholder[, the Swap Counterparty] or CertificateholderCertificateholders. (b) This Agreement may also be amended from time to time by the Trust Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Required Holders and the Holders of Trust Certificates evidencing not less than a majority of the Outstanding Amount of the NotesCertificate Interests, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Agreement, or of modifying in any manner the rights of the Noteholders Noteholders[, the Swap Counterparty] or the CertificateholderCertificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders Noteholders[, the Swap Counterparty] or the Certificateholder Certificateholders or (ii) eliminate the requirement for Certificateholders’ consent or reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance required to consent to any such amendment, without the consent of all Certificateholders and Noteholders affected. (c) Prior to the Holders execution of all any such amendment or consent, the outstanding Notes Trust Depositor shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Administrator and the Certificateholder. each Rating Agency. (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of any Certificateholder[, the CertificateholderSwap Counterparty], 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 Certificateholders provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. . (f) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Note Rating Agencies, without the consent of the Indenture Trustee, any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect defect, to correct or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall notamendment will not (i) as evidenced by an Officer's Certificate of the Depositor addressed and delivered to the Owner Trustee and the Indenture Trustee, materially and adversely affect the interest of any Noteholder or the Owner Trust or significantly change any of the Owner Trust's permitted activities as described in Section 2.3 and (ii) as evidenced by an Opinion of Counsel addressed and delivered to the Owner Trustee which may and the Indenture Trustee, cause the Owner Trust to be based upon classified as an association (or a certificate publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, further, that the Depositor shall deliver written notice of such amendments to each Note Rating Agency prior to the Servicer, adversely affect in any material respect the interests execution of any Noteholder or Certificateholder. (b) such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Note Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the prior written consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, provided that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables in respect of the Series Certificate or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholder, or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and Notes, the Certificate balance Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.such

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Owner Trustee and the Owner Indenture Trustee, and with prior written notice by the Depositor to the Rating AgenciesAgencies then rating the Notes, without the consent of any of the Noteholders or the CertificateholderNoteholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained, or Certificateholder. (bii) 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 Owner Trustee and the Owner Indenture Trustee, with prior written notice by the Depositor to the Rating Agencies, to Agencies then rating the extent such amendment materially and adversely affects the interests of the NoteholdersNotes, 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, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (iib) 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 Holders Noteholders representing 100% of all the outstanding Notes and the CertificateholderOutstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agencies then rating the Notes. 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement 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 Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provision in this Agreement or for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. Such amendments require: (i) to cure any ambiguity or defect or satisfaction of the Rating Agency Condition and (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate Officer’s Certificate of the Servicer, Depositor stating that the amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority holders of at least 50.1% of the Outstanding Amount of the NotesControlling Securities (unless (i) the interests of the Noteholders are not affected materially and adversely, (ii) an Officer’s Certificate to that effect is delivered to the Indenture Trustee by the Depositor and (iii) satisfaction of the Rating Agency Condition) and the consent of the Certificateholder Certificateholders evidencing not less than a 50.1% Percentage Interest of the Trust Certificates (which consent unless (i) the interests of any Holder of a the Certificateholders are not affected materially and adversely, (ii) an Officer’s Certificate or Note given pursuant to this Section or pursuant that effect is delivered to any other provision of this Agreement shall be conclusive and binding on such Holder) the Owner Trustee by the Depositor), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes Controlling Securities and the Certificate balance Percentage Interest in the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Outstanding Notes and the CertificateholderCertificates affected thereby. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Administrator and the Administrator shall furnish such notice to each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive 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 and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into into, and unless the Owner Trustee shall consent thereto shall not be bound by, any such amendment which or any amendment to any Transaction Document that affects the Owner Trustee’s own rights, duties duties, benefits, protection, privileges, indemnities or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Issuing Entity is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel or certificate of the Administrator to the effect that such amendment is authorized or permitted by the Transaction Documents and that all conditions precedent in the Transaction Documents for the execution and delivery thereof by the Issuing Entity or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this Agreement or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of Trust Certificates evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder aggregate Certificate Percentage Interest (which consent of any Holder of a Note or Trust Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such HolderHolder and on all future Holders of such Note or Trust Certificate, as the case may be, issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made thereon) and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Agreement, or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, (i) collections of payments on Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or any Interest Rate or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust Certificates. (c) Prior to the Certificateholder. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the the Administrator and each Rating Agency. (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to . (f) In connection with the execution of any amendment to this Agreement or any other Basic Document to which the Certificate of TrustIssuer is a party and for which amendment the Owner Trustee's consent is sought, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement the Basic Documents and that all conditions precedent to in the Basic Documents for the execution and delivery of such amendment thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate satisfaction of the ServicerRating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) ; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrade or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the aggregate 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) Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and the CertificateholderTrust Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and parties hereto with prior written notice by the Depositor to the Administrator (who shall make such notice available to each Rating AgenciesAgency pursuant to Section 1.02(c) of the Administration Agreement), without the consent of any Securityholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of, (i) adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this AgreementCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms set forth in the Prospectus. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trusteeparties hereto, with prior written notice to the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement), with the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Depositor to the Rating AgenciesTrust Certificates and, to the extent if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Noteholders Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders, (ii) increase or reduce any Interest Rate or Certificate Rate or (iiiii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and or of the Certificate balance Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust Certificates affected thereby. (c) Prior to the Certificateholder. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement). (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to . (f) In connection with the execution of any amendment to this Agreement or any other basic Document to which the Certificate of TrustIssuer is a party and for which amendment the Owner Trustee’s consent is sought, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement or such other Basic Document, as the case may be, and that all conditions precedent to in this Agreement or such other Basic Document, as the case may be, for the execution and delivery of such amendment thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) Subject to (b) and (c) below, this Agreement may be amended only by a written instrument signed by the Owner Trustee and all of the Owners at the time of such amendment; provided, however, that if, in the opinion of the Owner Trustee, any instrument required to be so executed adversely affects any right, duty or liability of, or immunity or indemnity in favor of, the Owner Trustee under this Agreement or any of the documents contemplated hereby to which the Owner Trustee is a party, or would cause or result in any conflict with or breach of any terms, conditions or provisions of, or default under, the charter documents or by-laws of the Owner Trustee or any document contemplated hereby to which the Owner Trustee is a party, the Owner Trustee may in its sole discretion decline to execute such instrument. (b) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, Trustee without the consent of any of the Noteholders or the CertificateholderOwners, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders or the Owners; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or CertificateholderOwners. (bc) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, Trustee (i) with the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes, Notes and (ii) with the consent of the Certificateholder (which consent Owners of any Holder Trust Certificates evidencing not less than a majority 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) the aggregate Ownership Percentage, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderOwners; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Owners or (iib) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Certificate balance Ownership Percentage of Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders and the Certificateholder. Owners. (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee each Owner and the Depositor Indenture Trustee. (who shall send such notification to each of the Rating Agencies). e) It shall not be necessary for the consent of the Certificateholder, the Noteholders Owners or the Trustee Noteholders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Owners shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. . (f) Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. (g) As a condition to entering into any amendment or supplement of this Agreement pursuant to this Section 11.01, the Owner Trustee shall have received an opinion of counsel to the effect that such amendment or supplement will not cause the Trust to be treated for U.S. federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.

Supplements and Amendments. (a) This Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to the satisfaction of one of the following conditions: (i) the Depositor delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment; provided, that no amendment shall be effective which affects the rights, protections or duties of the Indenture Trustee without the prior written consent of the Indenture Trustee, (which consent shall not be unreasonably withheld or delayed); provided, further, that the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the Noteholders or Depositor and the CertificateholderOwner Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance of the Certificates consent to cure any ambiguity or defect such amendment or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerTrustee, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholderthe Certificateholders. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall Certificateholders with the consent of: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections Holders of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (ii) reduce the aforesaid percentage Notes evidencing not less than a majority of the Outstanding Amount of the Notes and Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate balance required to consent to any such amendment, without Balance. It will not be necessary for the consent of Noteholders or Certificateholders to approve the Holders particular form of all any proposed amendment or consent, but it will be sufficient if such consent approves the outstanding Notes and the Certificateholder. substance thereof. (c) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send Administrator. The Administrator will thereafter deliver a copy of such notification notice to each Rating Agency pursuant to Section 1(d) of the Rating AgenciesAdministration Agreement. 31 (NAROT 2020-A Amended & Restated Trust Agreement). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Documentd) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice by the Depositor to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderIndenture Trustee, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Holder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Depositor Depositor, the Administrator and the Owner Trustee, with the prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Rating Agencies and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 662/3% of the Outstanding Amount Balance of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) , for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Holder or (iib) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes and required to consent to or to waive the Certificate balance required requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and the CertificateholderHolder. Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the CertificateholderHolder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderHolder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholder Holder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to Agreement. Neither the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s or Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder 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 outstanding Outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement Agreement, any Basic Document or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this Agreement or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of Trust Certificates evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder aggregate Certificate Percentage Interest (which consent of any Holder of a Note or Trust Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such HolderHolder and on all future Holders of such Note or Trust Certificate, as the case may be, issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made thereon) and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than 66 2/3% of the Outstanding Amount of the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Agreement, or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, (i) collections of payments on Receivables Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or any Interest Rate or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust Certificates. (c) Prior to the Certificateholder. execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Administrator and each Rating Agency. (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to . (f) In connection with the execution of any amendment to this Agreement or any other Basic Document to which the Certificate of TrustIssuer is a party and for which amendment the Owner Trustee's consent is sought, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement the Basic Documents and that all conditions precedent to in the Basic Documents for the execution and delivery of such amendment thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or 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 (including for the issuance of Fixed Value Securities pursuant to Section 2.03 of the Sale and Servicing Agreement) or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor Depositor, the Company and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent Holders of any Holder Certificates evidencing not less than a majority 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) the Percentage Interests evidenced by the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and or of the Certificate balance Percentage Interests evidenced by the Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.substance

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder 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 outstanding Outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement Agreement, any Basic Document, or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Trust Agreement may be amended by the Depositor Sponsor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, Delaware Trustee without the consent of any of the Noteholders Holders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementTrust 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 modifying in any manner the rights of the Holders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the Servicercounsel, adversely affect in any material respect the interests of any Noteholder Holder or Certificateholder. (b) . This Trust Agreement may also be amended from time to time by the Depositor Sponsor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, Delaware Trustee (a) with the consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes, Notes and (b) with the consent of the Certificateholder (which consent Certificateholders of any Holder Certificates evidencing not less than a majority 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) the aggregate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Noteholders Holders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders Holders or the Certificateholder Certificateholders or (ii) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Certificate balance Percentage Interest of Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Holders and the CertificateholderCertificateholders. Promptly after the execution of any such amendment or consent, the Owner Delaware Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee each Certificateholder and the Depositor (who shall send such notification to each of the Rating Agencies)Indenture Trustee. It shall not be necessary for the consent of the Certificateholder, the Noteholders Certificateholders or the Trustee Holders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Delaware Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustTrust Agreement, the Owner Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Trust Agreement and that all conditions precedent to the execution and delivery of such amendment thereto have been satisfiedmet. The Owner Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Delaware Trustee’s 's own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. (a) This Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to the satisfaction of one of the following conditions: (i) the Depositor delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment; provided, that no amendment shall be effective which affects the rights, protections or duties of the Indenture Trustee without the prior written consent of the Indenture Trustee, (which consent shall not be unreasonably withheld or delayed); provided, further, that the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the Noteholders or Depositor and the CertificateholderOwner Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance of the Certificates consent to cure any ambiguity or defect such amendment or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerTrustee, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholderthe Certificateholders. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall Certificateholders with the consent of: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections Holders of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (ii) reduce the aforesaid percentage Notes evidencing not less than a majority of the Outstanding Amount of the Notes Notes; and 30 (Nissan 2017-A Amended & Restated Trust Agreement) (ii) the Holders of the Certificates evidencing a majority of the Certificate balance required to consent to any such amendment, without Balance. It will not be necessary for the consent of Noteholders or Certificateholders to approve the Holders particular form of all any proposed amendment or consent, but it will be sufficient if such consent approves the outstanding Notes and the Certificateholder. substance thereof. (c) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send Administrator. The Administrator will thereafter deliver a copy of such notification notice to each Rating Agency pursuant to Section 1(d) of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents Administration Agreement. (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Documentd) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseAgreement.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate satisfaction of the ServicerRating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) ; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the 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) Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and the CertificateholderTrust Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the 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 from time to time by the Depositor Owner Trustee and the Owner Trustee, and with prior written notice by the Depositor to the Rating AgenciesSponsor, without the consent of any of the Noteholders Certificateholders or the CertificateholderNoteholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in herein or therein which may be inconsistent with any other provisions herein or therein, as the case may be, or to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, as evidenced by an Opinion opinion of Counsel delivered to counsel for the Owner Trustee which may be based upon a certificate of Sponsor or the Servicer, adversely affect in any material respect the interests of any Noteholder Certificateholder or Certificateholderany Noteholder. (b) This Agreement may also be amended from time to time by the Depositor Sponsor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the (x) Noteholders evidencing not less than owning a majority in principal amount of the Outstanding Amount Notes outstanding and (y) Certificateholders with an aggregate Percentage Interest of the Notes[51%] or more, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be which are required to be made for the benefit of the Noteholders on any Note or the Certificateholder any Certificate or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Note principal balance or Certificate balance Percentage Interest required to consent to any such amendment, without the unanimous consent of the Holders of all the outstanding Notes Noteholders and the Certificateholder. Certificateholders. (c) Promptly after the execution of any such amendment or consentconsent pursuant to this Section 10.1, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). Certificateholder. (d) It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the Trustee pursuant to under this Section 10.1 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 Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders or Noteholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. . (e) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. (f) Upon the execution of any amendment to this Agreement, this Agreement shall be modified in accordance therewith, and such amendment shall form a part of this Agreement for all purposes; and every holder of a Certificate theretofore or thereafter executed and delivered hereunder shall be bound thereby. (g) In connection with any amendment pursuant to this Section 10.1 the Owner Trustee shall be entitled to receive an opinion of counsel to the Sponsor or the Servicer acceptable to the Owner Trustee to the effect that such amendment is authorized or permitted by the Agreement.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or any Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and the consent their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consent excluding for such purpose Certificates owned by NARC II, NMAC or any 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 their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and binding on such Holdertheir Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). Notwithstanding anything contained herein to the contrary, upon receipt of notice from the Indenture Trustee, the Owner Trustee shall notify each Certificateholder of any proposed amendment or supplement to Section 10.01(a)(2) of the Sale and Servicing Agreement. If such proposed amendment or supplement would materially and adversely affect any of the rights or obligations of any Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent. Upon receipt of the consent, or deemed consent, of each Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Certificates evidencing not less than a majority of a the 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) Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseCertificates.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and Depositor, the Owner Trustee, and the Indenture Trustee with respect to Sections 3.03(c) and 3.03(g) of this Agreement, with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholdera Swap Counterparty, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders or a Swap Counterparty; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) a Swap Counterparty. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders. This Agreement may also be amended from time to time by the Depositor and the CertificateholderTrustee, with prior written notice to the Rating Agencies, with the consent of a Swap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of a Swap Counterparty, if in the Opinion of Counsel such amendment materially adversely affects the interests of a Swap Counterparty. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholderholder of the Excess Distribution Certificate, the Trustee Indenture Trustee, a Swap Counterparty and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderNoteholders, the Noteholders Indenture Trustee, or the Trustee a Swap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor that all conditions precedent to the execution and delivery of such amendment have been met or otherwise satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with the prior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time time, with the prior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal amount of the NotesNotes and, and the consent of the Certificateholder Certificateholders evidencing not less than a majority by aggregate 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 HolderHolder and on all future Holders of such Certificate or Note and of any Certificate or Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not 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 Noteholders or the CertificateholderCertificateholders; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the CertificateholderHolders of all outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee Servicer shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Sponsor and the Owner Trustee, with the prior written consent of the Controlling Party and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or Securityholders or, in the event that the Sponsor is not the sole Residual Certificateholder, the Residual Certificateholders, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 Securityholder or Residual Certificateholder. (b) This Agreement may also be amended from time to time time, with the prior written consent of the Controlling Party, by the Depositor Sponsor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, and, to the extent such amendment materially and adversely affects the interests of the NoteholdersSecurityholders, with the consent of the Noteholders Securityholders evidencing not less than a majority of the Outstanding Amount of the NotesSecurities and, and the consent of the Certificateholder Residual Certificateholders evidencing not less than a majority interest in the Trust (which consent of any Holder of a Security or Residual Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such HolderHolder and on all future Holders of such Security or Residual Certificate and of any Security or Residual Certificate issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Security or Residual Certificate) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders Securityholders or the CertificateholderResidual Certificateholders; provided, however, that that, subject to the express rights of the Insurer and ▇▇▇▇▇▇▇ Mac under the Basic Documents, no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders Securityholders or the Certificateholder Residual Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes Securities and the Certificate balance Residual Certificate, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Securities and the CertificateholderHolders of all outstanding Residual Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Residual Certificateholder, the Trustee Trustee, the Insurer, ▇▇▇▇▇▇▇ Mac and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderSecurityholders, the Noteholders Residual Certificateholders or the 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 Residual Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Residual Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and the consent their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consent excluding for such purpose Certificates owned by NARC II, NMAC or any 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 their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and binding on such Holdertheir Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of (Nissan 2003-B Amended & Restated Trust Agreement) the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

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

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate satisfaction of the ServicerRating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) ; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrade or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the 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) Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and the CertificateholderTrust Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or 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 (including for the issuance of Fixed Value Securities pursuant to Section 2.03 of the Sale and Servicing Agreement) or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor Depositor, the Company and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent Holders of any Holder Certificates evidencing not less than a majority 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) the Percentage Interests evidenced by the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and or of the Certificate balance Percentage Interests evidenced by the Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, Delaware Trustee without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the Servicercounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, Delaware Trustee (i) with the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes, Notes and (ii) with the consent of the Certificateholder (which consent Certificateholders of any Holder Certificates evidencing not less than a majority 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) the aggregate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Financed Eligible Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Certificate balance Percentage Interest of Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders and the CertificateholderCertificateholders. Promptly after the execution of any such amendment or consent, the Owner Delaware Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee each Certificateholder and the Depositor (who shall send such notification to each of the Rating Agencies)Indenture Trustee. It shall not be necessary for the consent of the Certificateholder, the Noteholders Certificateholders or the Trustee Noteholders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Delaware Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Delaware Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with the consent of the Swap Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Swap Provider) and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time time, with the 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 Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee Trustee, the Swap Provider and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with the consent of the Class R Certificateholders and with prior written notice by the Depositor to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity or defect defect, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided that such action shall not (i) materially change the purposes and powers of the Issuer set forth in Section 2.3 or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) ; provided, further, that the Depositor shall deliver written notice of such amendments to each Rating Agency prior to the execution of any such amendment. Notwithstanding the foregoing, no amendment modifying the provisions of Section 5.2 shall become effective without satisfaction of the Rating Agency Condition. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Class R Certificateholders, the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Certificates evidencing not less than a majority of a the 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) Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, provided that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders, or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, Certificateholders or the Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of the Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of the Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and the consent their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consent excluding for such purpose Certificates owned by NARC II, NMAC or any 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 their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and binding on such Holdertheir Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of (Nissan 2005-A Amended & Restated Trust Agreement) the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate satisfaction of the ServicerRating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) ; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrading withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the 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) Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and the CertificateholderTrust Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate satisfaction of the ServicerRating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) ; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the 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) Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate Certificate or delay the timing of, collections Stated Maturity Date of payments on Receivables or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders or the Certificateholder Holder of such Note or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust Certificates. This Agreement may be amended by the Depositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Company and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests interest of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor Company and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Certificates evidencing not less than a majority of a the 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) Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall shall: (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Eligible Lender Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders holders of the Notes or the Certificateholderholders of the Trust Certificates, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the holders of the Notes or the holders of the Trust Certificates; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder holder of the Notes or Certificateholder. (b) holder of the Trust Certificates. This Agreement may also be amended from time to time by the Depositor and the Owner Eligible Lender Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, (i) with the consent of the Noteholders holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and (ii) with the consent of the Certificateholder (which consent holders of any Holder the Trust Certificates evidencing not less than a majority of a the 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) Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders holders of the Notes or the Certificateholderholders of the Trust Certificates; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders holders of any class of Notes or the Certificateholder holders of any class of Trust Certificates or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balances required to consent to any such amendment, without the consent of the Holders of all the outstanding holders of the Notes and holders of the CertificateholderTrust Certificates. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to each holder of the CertificateholderTrust Certificates, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholderholders of the Trust Certificates, the Noteholders holders of the 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 Certificateholder holders of the Trust Certificates provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by holders of the Certificateholder Trust Certificates shall be subject to such reasonable requirements as the Owner Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Seller and the Owner Trustee, with the prior written consent of the Insurer (so long as no Insurer Default shall have occurred and with is continuing) and prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, Certificateholders (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel 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 or Certificateholder. (b) This Agreement may also be amended from time to time time, with the prior written consent of the Insurer (so long as no Insurer Default shall have occurred and is continuing) by the Depositor Seller and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, and, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the NotesNotes and, and the consent of the Certificateholder Certificateholders evidencing not less than a majority of the Percentage Interests in the Trust (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 HolderHolder and on all future Holders of such Certificate or Note and of any Certificate or Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not 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 Noteholders or the CertificateholderCertificateholders; provided, however, that that, subject to the express rights of the Insurer under the Operative Documents, no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Certificates, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholderor Holders of all outstanding Certificates, as applicable. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the CertificateholderInsurer, the Trustee to each Certificateholder and the Depositor (who shall send such notification to each of the Rating Agencies)Indenture Trustee. It shall not be necessary for the Depositor to consent to or execute any amendment or for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Operative Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. The Owner Trustee shall furnish copies of any such amendments to the Rating Agencies.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Trust Administrator and the Owner Trustee, with the consent of each Certificateholder and with prior written notice by the Depositor to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderIndenture Trustee, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or each Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) Certificateholder or result in an entity level tax on the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each applicable Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Depositor Depositor, the Trust Administrator and the Owner Trustee, with the prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Rating Agencies and with the prior written consent of the Indenture Trustee, the holders of Notes evidencing not less more than a majority 66 2/3 % of the Outstanding Amount Balance of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) each Certificateholder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the any Certificateholder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, result in an entity level tax on the Trust; and provided, further, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the any Certificateholder or (iib) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes and required to consent to or to waive the Certificate balance required requirement for any Certificateholder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and each Certificateholder. Notwithstanding the Certificateholderforegoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee Trust Administrator shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 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 Certificateholder Certificateholders provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee and the Trust Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to Agreement. Neither the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but nor the Trust Administrator shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s or Trust Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) Subject to (b) and (c) below, this Agreement may be amended only by a written instrument signed by the Owner Trustee and all of the Owners at the time of such amendment; provided, however, that if, in the opinion of the Owner Trustee, any instrument required to be so executed adversely affects any right, duty or liability of, or immunity or indemnity in favor of, the Owner Trustee under this Agreement or any of the documents contemplated hereby to which the Owner Trustee is a party, or would cause or result in any conflict with or breach of any terms, conditions or provisions of, or default under, the charter documents or by-laws of the Owner Trustee or any document contemplated hereby to which the Owner Trustee is a party, the Owner Trustee may in its sole discretion decline to execute such instrument. (b) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, Trustee without the consent of any of the Noteholders or the CertificateholderOwners, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders or the Owners; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or CertificateholderOwners. (bc) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, Trustee (i) with the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes, Notes and (ii) with the consent of the Certificateholder (which consent Owners of any Holder Trust Certificates evidencing not less than a majority 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) the aggregate Ownership Percentage, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderOwners; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Owners or (iib) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Certificate balance Ownership Percentage of Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders and the Certificateholder. Owners. (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee each Owner and the Depositor Indenture Trustee. (who shall send such notification to each of the Rating Agencies). e) It shall not be necessary for the consent of the Certificateholder, the Noteholders Owners or the Trustee Noteholders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Owners shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. . (f) Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any -29- ambiguity or defect defect, to correct or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder; PROVIDED, FURTHER, that any amendment within the scope of Section 11.1(b)(i) or (ii) shall be deemed to materially and adversely affect the interests of the Noteholders or the Certificateholders, as evidenced by an Officer's Certificate of the Servicer delivered to the Owner Trustee. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and, and to the extent affected thereby, the consent of the Certificateholder (which consent Holders of any Holder Certificates evidencing not less than a majority of a the 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) Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; providedPROVIDED, howeverHOWEVER, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the CertificateholderHolders of all outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). . (c) It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. . (d) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution . (e) The Owner Trustee shall furnish copies of any amendment such amendments to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseeach Rating Agency.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice made available by the Depositor Administrator to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders subject to the satisfaction of one of the following conditions: 35 (2013-C Amended and Restated Trust Agreement; provided, however, that such action shall not, as evidenced by ) (a) the Depositor delivers an Opinion of Counsel delivered or an Officer’s Certificate to the Owner Indenture Trustee which may be based upon a certificate of to the Servicer, effect that such amendment will not materially and adversely affect in any material respect the interests of any Noteholder the Noteholders (and, if the Certificates are then held by anyone other than the Depositor or Certificateholder.a U.S. Affiliate of the Depositor, the Certificateholders); or (b) the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such action. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor Administrator to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the 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) Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate Certificate or delay the timing of, collections Stated Maturity Date of payments on Receivables or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders or the Certificateholder Holder of such Note or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust Certificates. This Agreement may be amended by the CertificateholderDepositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who Administrator, and the Administrator shall send provide such notification notice to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. 36 (2013-C Amended and Restated Trust Agreement) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Trust Agreement may be amended by the Depositor Sponsor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, Delaware Trustee without the consent of any of the Noteholders Holders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementTrust 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 modifying in any manner the rights of the Holders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the Servicercounsel, adversely affect in any material respect the interests of any Noteholder Holder or Certificateholder. (b) . This Trust Agreement may also be amended from time to time by the Depositor Sponsor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, Delaware Trustee (a) with the consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes, Notes and (b) with the consent of the Certificateholder (which consent Certificateholders of any Holder Certificates evidencing not less than a majority 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) the aggregate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Noteholders Holders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders Holders or the Certificateholder Certificateholders or (ii) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Certificate balance Percentage Interest of Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Holders and the CertificateholderCertificateholders. Promptly after the execution of any such amendment or consent, the Owner Delaware Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee each Certificateholder and the Depositor (who shall send such notification to each of the Rating Agencies)Indenture Trustee. It shall not be necessary for the consent of the Certificateholder, the Noteholders Certificateholders or the Trustee Holders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Delaware Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustTrust Agreement, the Owner Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Trust Agreement and that all conditions precedent to the execution and delivery of such amendment thereto have been satisfiedmet. The Owner Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Delaware Trustee’s own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. (a) This Agreement and the -------------------------- Certificate of Trust may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderOwners, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or the Certificate of Trust, or to add any other provisions with respect to matters or questions arising under this Agreement or the Certificate of Trust that shall not be inconsistent with the provisions hereof or thereof; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the Servicer, not adversely affect in any material respect -------- ------- the interests of any Noteholder or Certificateholder. (b) the Owners, and the Owners shall be notified of such amendment by the Trustee. This Agreement and the Certificate of Trust may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, Trustee with the consent of the Noteholders evidencing not less than a majority all of the Outstanding Amount of the Notes, and the consent of the Certificateholder Owners (which consent of any Holder of a Certificate or Note Owner given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on Owner and on all future Owners of such HolderOwner's Owner Certificate and of any Owner Certificate issued upon the transfer thereof or in exchange or in lieu thereof whether or not notation of such consent is made upon the Owner Certificate) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or the Certificate of Trust or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder 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 outstanding Notes and the Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, the Noteholders or the 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 Owner Trustee may prescribeOwners. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of StateState and provide copies thereof to the Owners. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion a written opinion of Counsel counsel reasonably satisfactory to the Trustee stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

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

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

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Certificates evidencing not less than a majority of a the 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) Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Certificates. No amendment to this Agreement shall be recognized or be effective without the Certificateholderwritten consent of the Trustee and receipt by the Trustee of an Opinion of Counsel to the effect that such amendment will not (i) cause the Trust to be treated as an association taxable as a corporation or as a publicly-traded partnership for federal income tax purposes or (ii) cause the Trust to be subject to an entity-level tax for [State of Florida or State of Delaware] tax purposes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Sponsor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, Delaware Trustee without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders or the Certificateholders; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the Servicercounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor Sponsor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, Delaware Trustee (i) with the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes, Notes and (ii) with the consent of the Certificateholder (which consent Certificateholders of any Holder Certificates evidencing not less than a majority 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) the aggregate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; providedPROVIDED, howeverHOWEVER, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Financed Eligible Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Certificate balance Percentage Interest of Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders and the CertificateholderCertificateholders. Promptly after the execution of any such amendment or consent, the Owner Delaware Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee each Certificateholder and the Depositor (who shall send such notification to each of the Rating Agencies)Trustee. It shall not be necessary for the consent of the Certificateholder, the Noteholders Certificateholders or the Trustee Noteholders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Delaware Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice made available by the Depositor Administrator to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or 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 35 (2014-B Amended and Restated Trust Agreement; provided, however, that such action shall not, as evidenced by ) provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders subject to the satisfaction of one of the following conditions: (a) the Depositor delivers an Opinion of Counsel delivered or an Officer’s Certificate to the Owner Indenture Trustee which may be based upon a certificate of to the Servicer, effect that such amendment will not materially and adversely affect in any material respect the interests of any Noteholder the Noteholders (and, if the Certificates are then held by anyone other than the Depositor or Certificateholder.a U.S. Affiliate of the Depositor, the Certificateholders); or (b) the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such action. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor Administrator to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the 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) Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate Certificate or delay the timing of, collections Stated Maturity Date of payments on Receivables or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders or the Certificateholder Holder of such Note or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust Certificates. This Agreement may be amended by the CertificateholderDepositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who Administrator, and the Administrator shall send provide such notification notice to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution 36 (2014-B Amended and Restated Trust Agreement) thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate satisfaction of the ServicerRating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) ; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the 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) Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and the CertificateholderTrust Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Sponsor and the Owner Trustee, and with the prior written notice by consent of the Depositor to the Rating AgenciesNote Insurer (so long as no Note Insurer Default shall have occurred and is continuing), without the consent of any of the Noteholders or the Certificateholder, Certificateholders (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the Master Servicer, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time time, with the prior written consent of the Note Insurer which consent shall not be unreasonably withheld (so long as no Note Insurer Default shall have occurred and is continuing) by the Depositor Sponsor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, and, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount amount of the NotesNotes and, and the consent of the Certificateholder Certificateholders evidencing not less than a majority interest in the Trust (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 HolderHolder and on all future Holders of such Certificate or Note and of any Certificate or Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not 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 Noteholders or the CertificateholderCertificateholders; provided, however, that that, subject to the express rights of the Note Insurer under the Operative Documents, no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Certificates, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholderholders of all outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee each Certificateholder and the Depositor (who shall send such notification to each of the Rating Agencies)Indenture Trustee. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Operative Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

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

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or any Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and the consent their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consent excluding for such purpose Certificates owned by NARC II, NMAC or any 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 their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and binding on such Holdertheir Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Transferor and the Owner Trustee, with the prior written consent of the Note Insurer and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or defect, (ii) to correct, supplement or modify any provisions in this Agreement or (iii) to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee Trustee, the Rating Agencies and the Note Insurer, which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) This Agreement may also be amended from time to time time, with the prior written consent of the Note Insurer, by the Depositor Transferor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests interest of the Noteholders, with the consent of the Noteholders evidencing holding not less than a majority 51% of the Outstanding Amount of the Notesoutstanding Note Balance, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such HolderHolder and on all future Holders of such Certificate or Note and of any Certificate or Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not 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 other than under (a) above or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that that, subject to the express rights of the Note Insurer under the Basic Documents no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance outstanding Note Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the CertificateholderNotes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Trustee Note Insurer, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholder, Certificateholder or the Noteholders or the 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 Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee and the Note Insurer shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and Agreement, that all conditions precedent to the execution and delivery of such amendment have been satisfiedsatisfied and that any such amendment would not result in the Trust becoming taxable as a corporation for federal income tax purposes. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s '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 a written amendment duly executed and delivered by the Depositor Depositor, the Trustee and the Owner TrusteePaying Agent, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, Trust Agreement that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor Depositor, the Trustee and the Owner TrusteePaying Agent, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the written consent of the Noteholders (x) Holders of Offered Notes evidencing not less than a majority of the Outstanding Amount of the Offered Notes, and the consent (y) Holders of Class B Notes evidencing not less than a majority of the Certificateholder Outstanding Amount of Class B Notes and (which consent z) the Holders of any Holder Certificates evidencing not less than a majority of a the 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) Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall shall: (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes Note Balance and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, 10 days prior thereto), the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.. Trust Agreement

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Administrator and the Owner Trustee, with the consent of the Certificateholders and with prior written notice by the Depositor to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderIndenture Trustee, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) Certificateholder or cause the Trust to be subject to an entity level tax for federal income tax purposes. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Depositor Depositor, the Administrator and the Owner Trustee, with the prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Rating Agencies and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 662/3% of the Outstanding Amount of the Notes, and the unanimous consent of the Certificateholder (which consent Holders of any Holder 662/3% 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) the Percentage Interests in the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Collateral or distributions that shall be are required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interests of Holders of Trust Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Certificates, respectively. Notwithstanding the Certificateholderforegoing, no provision of Section 2.03 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee Administrator shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 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 Certificateholder Certificateholders provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to Agreement. Neither the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s or Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and the consent their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consent excluding for such purpose Certificates owned by NARC II, NMAC or any 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 their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and binding on such Holdertheir Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed 30 (Nissan 2006-A amendment or consent, 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Depositor, the Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice by the Depositor to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderIndenture Trustee, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Holder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Depositor Depositor, the Administrator and the Owner Trustee, with the prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Rating Agencies and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 66 2/3% of the Outstanding Amount Balance of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) , for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Holder or (iib) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes and required to consent to or to waive the Certificate balance required requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and the CertificateholderHolder. Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the CertificateholderHolder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderHolder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholder Holder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to Agreement. Neither the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s or Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice made available by the Depositor Administrator to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate satisfaction of the ServicerRating Agency Condition, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor Administrator to the each Rating Agencies, to the extent such amendment materially and adversely affects the interests of the NoteholdersAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Notes and the consent of the Certificateholder (which consent Holders of any Holder Trust Certificates evidencing not less than a majority of a the 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) Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate Certificate or delay the timing of, collections Stated Maturity Date of payments on Receivables or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders or the Certificateholder Holder of such Note or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust Certificates. This Agreement may be amended by the CertificateholderDepositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who Administrator, and the Administrator shall send provide such notification notice to each of the Rating Agencies)Agency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the 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 Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, (i) to cure any ambiguity ambiguity, to correct or defect or (ii) to correct, supplement or modify any provisions in this AgreementAgreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the ServicerCounsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. (b) . This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and the consent their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consent excluding for such purpose Certificates owned by NARC II, NMAC or any 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 their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and binding on such Holdertheir Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of (Nissan 2003-A Amended & Restated Trust Agreement) the Noteholders or the Certificateholder Certificateholders or (iib) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and the CertificateholderCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.