exv4w1



 







Exhibit 4.1



 

 








AMENDED AND RESTATED TRUST AGREEMENT




among




SLM FUNDING LLC,

as Depositor




CHASE BANK USA, NATIONAL ASSOCIATION,

not in its individual capacity but solely

as Eligible Lender Trustee




and




DEUTSCHE BANK TRUST COMPANY AMERICAS,

not in its individual capacity but solely

as Indenture Trustee




Dated as of January 26, 2006





 

 








 









 








TABLE
OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.1 Definitions and Usage
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II ORGANIZATION
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.1 Creation of Trust; Name
	 	 	1	 
	SECTION 2.2 Office
	 	 	1	 
	SECTION 2.3 Purposes and Powers
	 	 	1	 
	SECTION 2.4 Appointment of Eligible Lender Trustee
	 	 	2	 
	SECTION 2.5 Initial Capital Contribution of Trust Estate
	 	 	2	 
	SECTION 2.6 Declaration of Trust
	 	 	2	 
	SECTION 2.7 Liability of the Excess Distribution Certificateholder
	 	 	3	 
	SECTION 2.8 Title to Trust Property
	 	 	3	 
	SECTION 2.9 Representations, Warranties and Covenants of the Depositor
	 	 	3	 
	SECTION 2.10 Intentionally Omitted
	 	 	4	 
	SECTION 2.11 Authorization of Depositor
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III BENEFICIAL OWNERSHIP AND EXCESS DISTRIBUTION CERTIFICATE
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.1 Initial Beneficial Ownership
	 	 	4	 
	SECTION 3.2 Corporate Trust Office
	 	 	4	 
	SECTION 3.3 The Excess Distribution Certificate
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV ACTIONS BY ELIGIBLE LENDER TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.1 Prior Notice to the Excess Distribution Certificateholder With Respect to Certain
Matters
	 	 	9	 
	SECTION 4.2 Action with Respect to Sale of the Trust Student Loans
	 	 	10	 
	SECTION 4.3 Action with Respect to Bankruptcy
	 	 	10	 
	SECTION 4.4 Restrictions
	 	 	10	 
	 
	 	 	 	 
	ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.1 Application of Trust Funds
	 	 	10	 
	SECTION 5.2 Method of Payment
	 	 	11	 
	SECTION 5.3 No Segregation of Moneys; No Interest
	 	 	11	 
	SECTION 5.4 Reports to the Excess Distribution Certificateholder, the Internal Revenue Service
and Others
	 	 	11	 






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	 	 	Page	 
	ARTICLE VI AUTHORITY AND DUTIES OF ELIGIBLE LENDER TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.1 General Authority
	 	 	11	 
	SECTION 6.2 General Duties
	 	 	12	 
	SECTION 6.3 Action upon Instruction
	 	 	12	 
	SECTION 6.4 No Duties Except as Specified in this Agreement or in Instructions
	 	 	13	 
	SECTION 6.5 No Action Except Under Specified Documents or Instructions
	 	 	13	 
	SECTION 6.6 Restrictions
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VII CONCERNING THE ELIGIBLE LENDER TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.1 Acceptance of Trusts and Duties
	 	 	14	 
	SECTION 7.2 Intentionally Omitted
	 	 	15	 
	SECTION 7.3 Representations and Warranties
	 	 	15	 
	SECTION 7.4 Reliance; Advice of Counsel
	 	 	16	 
	SECTION 7.5 Not Acting in Individual Capacity
	 	 	16	 
	SECTION 7.6 Eligible Lender Trustee Not Liable for Excess Distribution Certificate or Trust
Student Loans
	 	 	16	 
	SECTION 7.7 Eligible Lender Trustee May Own Notes
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VIII COMPENSATION AND INDEMNITY OF ELIGIBLE LENDER TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.1 Eligible Lender Trustee’s Fees and Expenses
	 	 	17	 
	SECTION 8.2 Payments to the Eligible Lender Trustee
	 	 	17	 
	SECTION 8.3 Indemnity
	 	 	17	 
	 
	 	 	 	 
	ARTICLE IX TERMINATION OF TRUST AGREEMENT
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.1 Termination of Trust Agreement
	 	 	18	 
	 
	 	 	 	 
	ARTICLE X SUCCESSOR ELIGIBLE LENDER TRUSTEES AND ADDITIONAL ELIGIBLE LENDER TRUSTEES
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.1 Eligibility Requirements for Eligible Lender Trustee
	 	 	18	 
	SECTION 10.2 Resignation or Removal of Eligible Lender Trustee
	 	 	19	 
	SECTION 10.3 Successor Eligible Lender Trustee
	 	 	19	 
	SECTION 10.4 Merger or Consolidation of Eligible Lender Trustee
	 	 	20	 
	SECTION 10.5 Appointment of Co-Eligible Lender Trustee or Separate Eligible Lender Trustee
	 	 	20	 






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	 	 	Page	 
	ARTICLE XI MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.1 Supplements and Amendments
	 	 	22	 
	SECTION 11.2 No Legal Title to Trust Estate in Excess Distribution Certificateholder
	 	 	22	 
	SECTION 11.3 Limitations on Rights of Others
	 	 	23	 
	SECTION 11.4 Notices
	 	 	23	 
	SECTION 11.5 Severability
	 	 	23	 
	SECTION 11.6 Separate Counterparts
	 	 	23	 
	SECTION 11.7 Successors and Assigns
	 	 	23	 
	SECTION 11.8 No Petition
	 	 	23	 
	SECTION 11.9 No Recourse
	 	 	24	 
	SECTION 11.10 Headings
	 	 	24	 
	SECTION 11.11 Governing Law
	 	 	24	 
	 
	 	 	 	 
	ARTICLE XII COMPLIANCE WITH REGULATION AB
	 	 	 	 
	 
	 	 	 	 
	SECTION 12.1 Intent of the Parties; Reasonableness
	 	 	25	 






	 	 	 
	Exhibit A
	 	Form of Excess Distribution Certificate
	Exhibit B
	 	Form of Certificate of Trust
	Exhibit C
	 	Form of Transferor Letter
	Exhibit D-1
	 	Form of Transferee Letter (Non-Rule 144A)
	Exhibit D-2
	 	Form of Transferee Letter (Rule 144A)
	 
	 	 
	Appendix A
	 	Definitions and Usage






-iii- 









 





     AMENDED AND RESTATED TRUST AGREEMENT dated as of January 26, 2006, among SLM FUNDING
LLC, a Delaware limited liability company, as the Depositor, CHASE BANK USA, NATIONAL ASSOCIATION,
a national banking association, not in its individual capacity but solely as the Eligible Lender
Trustee, and formerly known as Chase Manhattan Bank USA, National Association, and DEUTSCHE BANK
TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely
as the Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent hereunder.



WITNESSETH:




     The Depositor and the Eligible Lender Trustee are parties to the trust agreement dated as of
December 21, 2005 (the “Short-Form Trust Agreement”) pursuant to which a trust known as “SLM
Student Loan Trust 2006-1” was established on January 3, 2006;



     The Depositor, the Indenture Trustee and the Eligible Lender Trustee desire to amend and
restate the Short-Form Trust Agreement upon the terms and conditions set forth herein as follows:



ARTICLE I




     SECTION 1.1 Definitions and Usage. Except as otherwise specified herein or as the
context may otherwise require, capitalized terms used but not otherwise defined herein are defined
in Appendix A hereto, which also contains rules as to usage that shall be applicable herein.



ARTICLE II




Organization




     SECTION 2.1 Creation of Trust; Name. There is hereby created a Trust which shall be
known as “SLM Student Loan Trust 2006-1”, in which name the Eligible Lender Trustee may conduct the
business of the Trust, make and execute contracts and other instruments on behalf of the Trust and
sue and be sued. The Trust shall constitute a statutory trust within the meaning of Section
3801(a) of the Delaware Statutory Trust Act for which the Eligible Lender Trustee has filed or has
caused to be filed a certificate of trust with the Secretary of State of the State of Delaware
pursuant to Section 3810(a) of the Delaware Statutory Trust Act.



     SECTION 2.2 Office. The office of the Trust shall be in care of the Eligible Lender
Trustee at its Corporate Trust Office or at such other address as the Eligible Lender Trustee may
designate by written notice to the Depositor.



     SECTION 2.3 Purposes and Powers. The purpose of the Trust is to engage in the
following activities:




     (i) to issue the Notes pursuant to the Indenture and the Excess Distribution
Certificate pursuant to this Agreement and to sell the Notes in one or more transactions;



 









 






     (ii) with the proceeds of the sale of the Notes, (A) to fund the Reserve Account
pursuant to Section 2.9 of the Administration Agreement, (B) to fund the Capitalized
Interest Account pursuant to Section 2.10(a) of the Administration Agreement, (C) to fund
the Supplemental Purchase Account pursuant to Section 2.10(c) of the Administration
Agreement, (D) to make the Collection Account Initial Deposit pursuant to Section 2.10(b) of
the Administration Agreement and (E) to purchase (x) the Initial Trust Student Loans on the
Closing Date and (y) any Additional Trust Student Loans during the Supplemental Purchase
Period, in each case pursuant to the Sale Agreement;




     (iii) to Grant the Trust Estate to the Indenture Trustee pursuant to the Indenture, and
to hold, manage and distribute to the Excess Distribution Certificateholder pursuant to the
terms of this Agreement any portion of the Trust Estate released from the Lien of, and
remitted to the Trust pursuant to, the Indenture;




     (iv) to enter into and perform its obligations under the Basic Documents (including any
agreements representing Eligible Repurchase Obligations) to which it is to be a party;




     (v) to engage in those activities, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or
connected therewith; and




     (vi) subject to compliance with the Basic Documents, to engage in such other activities
as may be required in connection with conservation of the Trust Estate and the making of
distributions to the Noteholders and the others specified in Sections 2.7 and 2.8 of the
Administration Agreement.


The Trust shall not engage in any activity other than in connection with the foregoing or other
than as required or authorized by the terms of this Agreement or the other Basic Documents. The
Trust is not intended to be a “business trust” for purposes of the United States Bankruptcy Code.




     SECTION 2.4 Appointment of Eligible Lender Trustee. The Depositor hereby appoints the
Eligible Lender Trustee as trustee of the Trust, effective as of the date hereof, to have all the
rights, powers and duties set forth herein.



     SECTION 2.5 Initial Capital Contribution of Trust Estate. The Depositor hereby sells,
assigns, transfers, conveys and sets over to the Eligible Lender Trustee, as of the date hereof,
the sum of $100.00. The Eligible Lender Trustee hereby acknowledges receipt in trust from the
Depositor, as of the date hereof, of the foregoing contribution, which shall constitute the Initial
Trust Estate and shall be deposited in the Collection Account. The Depositor shall pay the
organizational expenses of the Trust as they may arise or shall, upon the request of the Eligible
Lender Trustee, promptly reimburse the Eligible Lender Trustee for any such expenses paid by the
Eligible Lender Trustee.



     SECTION 2.6 Declaration of Trust. The Eligible Lender Trustee hereby declares that it
will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the use



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and benefit of the Excess Distribution Certificateholder, subject to the obligations of the Trust
under the other Basic Documents. It is the intention of the parties hereto that the Trust
constitute a statutory trust under Delaware law and that this Agreement constitute the governing
instrument of such trust. Effective as of the date hereof, the Eligible Lender Trustee shall have
all rights, powers and duties set forth herein and in the Delaware Statutory Trust Act with respect
to accomplishing the purposes of the Trust.



     SECTION 2.7 Liability of the Excess Distribution Certificateholder. No Excess
Distribution Certificateholder (in such capacity) shall have any personal liability for any
liability or obligation of the Trust.



     SECTION 2.8 Title to Trust Property. Legal title to all of the Trust Estate shall be
vested at all times in the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Trust Estate to be vested in a trustee or trustees,
in which case title shall be deemed to be vested in the Eligible Lender Trustee, a co-trustee
and/or a separate trustee, as the case may be; provided that legal title to the Trust
Student Loans shall be vested at all times in the Eligible Lender Trustee on behalf of the Trust.



     SECTION 2.9 Representations, Warranties and Covenants of the Depositor. The Depositor
hereby represents, warrants and covenants to the Eligible Lender Trustee as follows:



     (a) The Depositor is duly organized and validly existing as a Delaware limited liability
company in good standing under the laws of the State of Delaware, with power and authority to own
its properties and to conduct its business as such properties are currently owned and such business
is presently conducted.



     (b) The Depositor has the power and authority to execute and deliver this Agreement and to
carry out its terms; the Depositor has the power and authority to sell and assign the property to
be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf
of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the
Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the
execution, delivery and performance of this Agreement has been duly authorized by the Depositor by
all necessary action.



     (c) This Agreement constitutes a legal, valid and binding obligation of the Depositor
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization and similar laws relating to creditors’ rights generally and subject to general
principles of equity.



     (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of
the terms hereof do not conflict with, result in any breach of any of the terms and provisions of,
or constitute (with or without notice or lapse of time or both) a default under, the
Certificate of Formation or Operating Agreement of the Depositor, or any indenture, agreement
or other instrument to which the Depositor is a party or by which it is bound; nor result in the
creation or imposition of any Lien upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate
any law or, to the Depositor’s knowledge, any order, rule or regulation applicable to the



-3-









 







Depositor
of any court or of any Federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor or its properties.



     (e) The Depositor agrees for the benefit of the Noteholders and the Excess Distribution
Certificateholder that it will comply with each of the requirements set forth in the Certificate of
Formation and its Operating Agreement.



     SECTION 2.10 Intentionally Omitted. 




     SECTION 2.11 Authorization of the Depositor. The Depositor is authorized and directed
to execute on behalf of the Issuer, and, after execution, to deliver to the Administrator for
filing with the Commission, all documents and forms required to be filed in accordance with
applicable law or the rules and regulations prescribed by the Commission.



ARTICLE III




Beneficial Ownership and

Excess Distribution Certificate




     SECTION 3.1 Initial Beneficial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Excess
Distribution Certificate, the Depositor shall be the sole beneficial owner of the Trust.



     SECTION 3.2 Corporate Trust Office. The Eligible Lender Trustee initially designates
Christiana Center/OPS4, 500 Stanton Christiana Road, Newark, Delaware 19713, as its principal
Corporate Trust Office, at which it shall act as Trustee of the Trust. The Excess Distribution
Certificate Registrar’s New York office and its authenticating agent’s office are located at:


Deutsche Bank Trust Company Americas

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005

Attn: Trust & Securities Services/Structured Finance Services

Telephone: (212) 250-8454

Facsimile:   (212) 797-8606




     SECTION 3.3 The Excess Distribution Certificate.



     (a) General. The Excess Distribution Certificate shall be issued in one or more
registered, definitive physical certificates substantially in the form of Exhibit A hereto, in
minimum percentage interests of at least 10% and integral multiples of 10% in excess thereof. The
Excess Distribution Certificate shall receive payments as provided in Sections 2.8(m) and 2.9(f),
as applicable, of the Administration Agreement. The Excess Distribution Certificate shall be
executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the
Eligible Lender Trustee. An Excess Distribution Certificate bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures were affixed, authorized to
sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding



-4-









 







that such individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Excess Distribution Certificate or did not hold such offices at
the date of authentication and delivery of such Excess Distribution Certificate.



     (b) Authentication. Concurrently with the sale of the Trust Student Loans to the
Trust pursuant to the Sale Agreement, the Eligible Lender Trustee shall cause the Excess
Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or
upon the written order of the Depositor, signed by its president or any vice president, without
further action by the Depositor. For all purposes hereunder, the Depositor shall be the Excess
Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any
benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such
Excess Distribution Certificate a certificate of authentication substantially in the form set forth
in Exhibit A, executed by the Eligible Lender Trustee or JPMorgan Chase Bank, National Association,
as the Eligible Lender Trustee’s authenticating agent, by manual signature; such authentication
shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly
authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date
of its authentication. No further Excess Distribution Certificates shall be issued except pursuant
to paragraph (c) or (d) below.



     (c) Registration of Transfer and Exchange. The Excess Distribution Certificate
Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph
(f) below, the Excess Distribution Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of
the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution
Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess
Distribution Certificate Registrar.



     Upon surrender for registration of transfer of the Excess Distribution Certificate at the
office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall
execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its
authenticating agent to authenticate and deliver), in the name of the designated transferee, a new
Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or
any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess
Distribution Certificate may be exchanged for another Excess Distribution Certificate
upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency
maintained pursuant to paragraph (f) below.



     An Excess Distribution Certificate presented or surrendered for registration of transfer or
exchange shall be accompanied by a written instrument of transfer in form satisfactory to the
Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the
holder thereof or his attorney duly authorized in writing, with such signature (other than for
transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of
the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution
Certificate surrendered for registration of transfer or exchange shall be cancelled and
subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice.



-5-









 





     No service charge shall be made for any registration of transfer or exchange of the Excess
Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution Certificate
Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may
be imposed in connection with any transfer or exchange of the Excess Distribution Certificate.



     The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall
not be required to make and the Excess Distribution Certificate Registrar need not register
transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any
Distribution Date with respect to the Excess Distribution Certificate.



     The Excess Distribution Certificate (including any beneficial interest therein) may not be
acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section
4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets,
would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section
4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or
foreign law, if such acquisition would cause a non-exempt violation of such substantially similar
law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30)
of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the
Code, the income of which pass-thru entity is includible directly or indirectly through one or more
other such pass-thru entities by any person referred to in clause (iii) above. By accepting and
holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented
and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of
any entity in violation of the above restrictions, and to have agreed that if such restrictions are
violated, the holder will promptly dispose of the Excess Distribution Certificate.



     (d) Mutilated, Destroyed, Lost or Stolen Excess Distribution Certificate. If (1) a
mutilated Excess Distribution Certificate shall be surrendered to the Excess Distribution
Certificate Registrar, or if the Excess Distribution Certificate Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of the Excess Distribution Certificate, and
(2) there shall be delivered to the Excess Distribution Certificate Registrar and the Eligible
Lender Trustee such security or indemnity as may be required by them to save each of them and the
Trust harmless, then in the absence of notice that such Excess Distribution Certificate shall have
been acquired by a bona fide purchaser, the Eligible Lender Trustee, on behalf of the Trust, shall
execute and the Eligible Lender Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Excess Distribution Certificate, a new Excess
Distribution Certificate of like tenor. In connection with the issuance of any new Excess
Distribution Certificate under this Section, the Eligible Lender Trustee and the Excess
Distribution Certificate Registrar may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith. Any duplicate Excess
Distribution Certificate issued pursuant to this paragraph shall constitute conclusive evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed
Excess Distribution Certificate shall be found at any time.



     (e) Persons Deemed Owners. Prior to due presentation of the Excess Distribution
Certificate for registration of transfer, the Eligible Lender Trustee and the Excess Distribution
Certificate Registrar and any agent of either of them may treat the Person in whose name the



-6-









 







Excess
Distribution Certificate shall be registered in the Excess Distribution Certificate Register as the
owner of such Excess Distribution Certificate for the purpose of receiving distributions thereon
and for all other purposes whatsoever, and neither the Eligible Lender Trustee, the Excess
Distribution Certificate Registrar nor any agent thereof shall be bound by any notice to the
contrary.



     (f) Maintenance of Office or Agency. The Eligible Lender Trustee shall maintain in
the Borough of Manhattan, The City of New York, an office or offices or agency or agencies where
the Excess Distribution Certificate may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Eligible Lender Trustee in respect of the Excess
Distribution Certificate may be served.



     (g) Appointment of Excess Distribution Certificate Paying Agent. The Excess
Distribution Certificate Paying Agent shall make distributions to the Excess Distribution
Certificateholder from the amounts received from the Indenture Trustee pursuant to Sections 2.8(m)
and 2.9(f) of the Administration Agreement and shall report the amounts of such distributions to
the Indenture Trustee (if the Excess Distribution Certificate Paying Agent is not the Indenture
Trustee). Any Excess Distribution Certificate Paying Agent shall have the revocable power to
receive such funds from the Indenture Trustee for the purpose of making the distributions referred
to above. The Eligible Lender Trustee may revoke such power and remove the Excess Distribution
Certificate Paying Agent if the Eligible Lender Trustee determines in its sole discretion that the
Excess Distribution Certificate Paying Agent shall have failed to perform its obligations under
this Agreement in any material respect. The Excess Distribution Certificate Paying Agent shall
initially be the Indenture Trustee, and any co-paying agent chosen by the Eligible Lender Trustee
and consented to by the Administrator (which consent shall not be unreasonably withheld). The
Indenture Trustee shall be permitted to resign as Excess Distribution Certificate Paying Agent upon
30 days’ written notice to the Eligible Lender Trustee. In the event that the Indenture Trustee
shall no longer be the Excess Distribution Certificate Paying Agent, the Eligible Lender Trustee
shall appoint a successor to act as Excess Distribution Certificate Paying Agent (which shall be a
bank or trust company). The Eligible Lender Trustee shall cause such successor Excess Distribution
Certificate Paying Agent or any additional Excess Distribution Certificate Paying Agent appointed
by the Eligible Lender Trustee to execute and deliver to the Eligible Lender Trustee an instrument
in which such successor Excess Distribution Certificate Paying Agent or additional Excess
Distribution Certificate Paying
Agent shall agree with the Eligible Lender Trustee that as Excess Distribution Certificate
Paying Agent, such successor Excess Distribution Certificate Paying Agent or additional Excess
Distribution Certificate Paying Agent will hold all sums, if any, held by it for payment to the
Excess Distribution Certificateholder in trust for the benefit of such holder until such sums shall
be paid to such holder. The Excess Distribution Certificate Paying Agent shall return all
unclaimed funds to the Eligible Lender Trustee and upon removal of an Excess Distribution
Certificate Paying Agent such Excess Distribution Certificate Paying Agent shall also return all
funds in its possession to the Eligible Lender Trustee. The provisions of Articles VII and VIII of
the Indenture shall apply to the Indenture Trustee also in its role as Excess Distribution
Certificate Paying Agent, for so long as the Indenture Trustee shall act as Excess Distribution
Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Excess Distribution Certificate Paying Agent
shall include any co-paying agent unless the context requires otherwise.



-7-









 





     (h) Restrictions on Transfer of the Excess Distribution Certificate.




     (i) The Excess Distribution Certificate may be transferred to any Affiliate of the
Depositor, without any requirement to provide any officer’s certificates or legal opinions
that would otherwise be required if such proposed transfer was being made to a Person who is
not an Affiliate of the Depositor.




     (ii) Except as provided above, the Excess Distribution Certificate shall not be sold,
pledged, transferred or assigned except as provided below:




          (A) The Excess Distribution Certificate has not been registered or qualified under the
Securities Act of 1933, as amended (the “Securities Act”) or any state securities law. No
transfer, sale, pledge or other disposition of the Excess Distribution Certificate or any
interest therein shall be made unless such transfer is made pursuant to an effective
registration statement under the Securities Act and effective registration or qualification
under applicable state securities laws, or is made in a transaction which does not require
such registration or qualification. In the event that a transfer is to be made without
registration or qualification, the Eligible Lender Trustee shall require, in order to assure
compliance with such laws, that the prospective transferor and transferee each certify to
the Eligible Lender Trustee, the Excess Distribution Certificate Registrar, the
Administrator, and, if it is not the proposed transferor, the Depositor, in writing, the
facts surrounding the transfer. Such certifications shall be substantially in the forms of
Exhibit C hereto and Exhibit D-1 or D-2 hereto, as applicable. In the event that such a
transfer is to be made within two years from the date of the initial issuance of the Excess
Distribution Certificate pursuant hereto (other than a transfer as to which the proposed
transferee has provided a certificate in the form of Exhibit D-2), the Eligible Lender
Trustee in its sole discretion, may require that there shall also be delivered to the
Eligible Lender Trustee, the Excess Distribution Certificate Registrar, the Administrator,
or, if it is not the proposed transferor, the Depositor, at the expense of the transferor,
an opinion of counsel that such transfer may be made pursuant to an exemption from the
Securities Act and such state securities laws. Any such opinion of counsel shall not be an
expense of the Eligible Lender Trustee, the Excess Distribution Certificate Registrar, the
Administrator, and, if it is not the proposed transferor, the Depositor. None of the
Depositor, the Administrator or the Eligible Lender Trustee is obligated to register or
qualify the Excess Distribution Certificate under the Securities Act or any other securities
law or to take any action not otherwise required under this Agreement to permit the transfer
of the Excess Distribution Certificate without registration or qualification. Any such
Excess Distribution Certificateholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Eligible Lender Trustee, the Excess Distribution Certificate
Registrar, the Administrator, and, if it is not the proposed transferor, the Depositor,
against any liability that may result if the transfer is not so exempt or is made in
accordance with such applicable federal and state laws.




          (B) No transfer of the Excess Distribution Certificate will be registered by the
Eligible Lender Trustee or the Excess Distribution Certificate Registrar unless the
Eligible Lender Trustee, the Excess Distribution Certificate Registrar, the
Administrator, and, if it is not the proposed transferor, the Depositor receives a
representation from the



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proposed transferee of the Excess Distribution Certificate,
substantially in the form of Exhibit D-1 or D-2, as the case may be, that such transferee is
not acquiring the Excess Distribution Certificate by or for the account of any entity in
violation of the restrictions set forth in the final paragraph of Section 3.3(c) above. If
any proposed transferee shall become an Excess Distribution Certificateholder in violation
of these provisions, then the last preceding permitted transferee shall be restored, to the
extent permitted by law, to all rights as Excess Distribution Certificateholder, retroactive
to the date of registration of such transfer of the Excess Distribution Certificate.
Neither the Eligible Lender Trustee nor the Excess Distribution Certificate Registrar shall
have any liability to any person for any registration or transfer of the Excess Distribution
Certificate that is not permitted or for making any payments due on the Excess Distribution
Certificate to the holder thereof or for taking any action with respect to such holder under
this Agreement. Any proposed transferee who becomes an Excess Distribution
Certificateholder shall agree to indemnify the Eligible Lender Trustee, the Excess
Distribution Certificate Registrar, the Administrator, and, if it is not the proposed
transferor, the Depositor, against any loss, damage or penalty incurred as a result of the
transfer of the Excess Distribution Certificate to such proposed transferee in violation of
such restrictions.




          (C) The prospective transferee shall be aware that the Excess Distribution Certificate
shall bear legends referring to the restrictions contained in sub-clauses (A) and (B) above
and by its acceptance of an Excess Distribution Certificate agrees to abide by such
restrictions.




          (D) The prospective transferee shall deliver an opinion of counsel addressed to the
Eligible Lender Trustee, the Administrator, and, if it is not the proposed transferor, the
Depositor, to the effect that, (1) as a matter of federal income tax law, such prospective
transferee is permitted to accept the transfer of the Excess Distribution Certificate, (2)
such transfer or pledge would not jeopardize the tax treatment of the Trust, (3) such
transfer or pledge would not subject the Trust to any entity-level tax, (4) such transfer or
pledge would not jeopardize the status of the Notes as debt for all purposes, and (5) such
pledge or transfer would not cause the Trust to be treated, for federal income tax purposes,
as an association or a publicly traded partnership taxable as a corporation.




          (E) No pledge or transfer of the Excess Distribution Certificate shall be effective
unless such purchase or transfer is to a single beneficial owner.




     (iii) Any Excess Distribution Certificateholder, as evidenced by its agreement to
accept the rights conferred under the Excess Distribution Certificate, is hereby deemed to
accept all obligations of the Depositor under this Agreement.



ARTICLE IV




Actions by Eligible Lender Trustee




     SECTION 4.1 Prior Notice to the Excess Distribution Certificateholder With Respect to
Certain Matters. With respect to the following matters, the Eligible Lender Trustee



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shall not
take action unless at least 30 days before the taking of such action, the Eligible Lender Trustee
shall have notified the Excess Distribution Certificateholder and each of the Rating Agencies in
writing of the proposed action and the Excess Distribution Certificateholder shall not have
notified the Eligible Lender Trustee in writing prior to the 30th calendar day after such notice is
given that it has withheld consent or provided alternative direction:




	 	(a)	 	the initiation of any material claim or lawsuit by the Trust (except claims or
lawsuits brought in connection with the collection of the Trust Student Loans) and the
compromise of any material action, claim or lawsuit brought by or against the Trust
(except with respect to the aforementioned claims or lawsuits for collection of Trust
Student Loans);
	 
	 	(b)	 	the amendment of the Indenture by a supplemental indenture in circumstances
where the consent of any class of Noteholders is required; or
	 
	 	(c)	 	the amendment of the Indenture by a supplemental indenture in circumstances
where the consent of any class of Noteholder is not required and such amendment
materially adversely affects the interests of the Excess Distribution
Certificateholder;





     SECTION 4.2 Action with Respect to Sale of the Trust Student Loans. The Eligible
Lender Trustee shall not have the power, except upon the written direction of the Excess
Distribution Certificateholder and except as expressly provided in the Basic Documents, to sell the
Trust Student Loans after the payment in full of the Notes.



     SECTION 4.3 Action with Respect to Bankruptcy. The Eligible Lender Trustee shall not
have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the
prior approval of the Excess Distribution Certificateholder and the delivery to the Eligible Lender
Trustee by the Excess Distribution Certificateholder of a certificate certifying that the Excess
Distribution Certificateholder reasonably believes that the Trust is insolvent.



     SECTION 4.4 Restrictions. Neither the Depositor nor the Excess Distribution
Certificateholder shall direct the Eligible Lender Trustee to take or refrain from taking any
action if such action or inaction would be contrary to any obligation of the Trust or the Eligible
Lender Trustee under this Agreement or any of the other Basic Documents or would be contrary to
Section 2.3 nor shall the Eligible Lender Trustee be permitted to follow any such direction, if
given.



ARTICLE V




Application of Trust Funds; Certain Duties




     SECTION 5.1 Application of Trust Funds.



     (a) On each Distribution Date, the Excess Distribution Certificate Paying Agent shall
distribute to the Excess Distribution Certificateholder any amounts payable in respect of the
Excess Distribution Certificate in accordance with the Administration Agreement.



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     (b) In the event that any withholding tax is imposed on the Trust’s payment to the Excess
Distribution Certificateholder, such tax shall reduce the amount otherwise distributable on the
Excess Distribution Certificate.



     SECTION 5.2 Method of Payment. Distributions required to be made to the Excess
Distribution Certificateholder on any Distribution Date shall be made to the holder of record on
the preceding Record Date either by wire transfer, in immediately available funds, to the account
of such holder at a bank or other entity having appropriate facilities therefor, if such holder
shall have provided to the Excess Distribution Certificate Registrar appropriate written
instructions signed by two authorized officers, if any, at least five Business Days prior to such
Distribution Date, or, if not, by check mailed to such holder at the address of such holder
appearing in the Excess Distribution Certificate Register.



     SECTION 5.3 No Segregation of Moneys; No Interest. Subject to Section 5.1, moneys
received by the Eligible Lender Trustee hereunder need not be segregated in any manner except to
the extent required by law or the Administration Agreement and may be deposited under such general
conditions as may be prescribed by law, and the Eligible Lender Trustee shall not be liable for any
interest thereon.



     SECTION 5.4 Reports to the Excess Distribution Certificateholder, the Internal Revenue
Service and Others. The Eligible Lender Trustee shall provide (or cause to be provided) any
reports or other information required to be provided to the Excess Distribution Certificateholder
pursuant to the Code, the regulations promulgated thereunder or other applicable law. In addition,
the Eligible Lender Trustee shall provide (or cause to be provided) any information concerning the
Excess Distribution Certificate to the Internal Revenue Service or other taxing authority as
required under the Code, the regulations
promulgated thereunder or other applicable law. The Eligible Lender Trustee shall be entitled
to hire an independent accounting firm to perform the functions described in this Section 5.4, the
reasonable fees and expenses of which shall be paid by the Depositor.



ARTICLE VI




Authority and Duties of Eligible Lender Trustee




     SECTION 6.1 General Authority. The Eligible Lender Trustee is authorized and directed
to execute and deliver the Basic Documents to which the Trust is to be a party and each certificate
or other document attached as an exhibit to or contemplated by the Basic Documents to which the
Trust is to be a party, in each case, in such form as the Depositor shall approve as evidenced
conclusively by the Eligible Lender Trustee’s execution thereof, and, on behalf of the Trust, to
direct the Indenture Trustee to authenticate and deliver Notes denominated in U.S. Dollars in the
aggregate principal amount of $2,511,522,000 The Eligible Lender Trustee is also authorized and
directed on behalf of the Trust (i) to acquire and hold legal title to the Trust Student Loans from
the Depositor and (ii) to take all actions required pursuant to Section 2.4 of the Administration
Agreement and otherwise follow the direction of and cooperate with the Servicer in submitting,
pursuing and collecting any claims to and with the Department with respect to any Interest Subsidy
Payments and Special Allowance Payments relating to the Trust Student Loans.



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     In addition to the foregoing, the Eligible Lender Trustee is authorized to take all actions
required of the Trust pursuant to the Basic Documents. The Eligible Lender Trustee is further
authorized from time to time to take such action as the Administrator directs or instructs with
respect to the Basic Documents and is directed to take such action to the extent that the
Administrator is expressly required pursuant to the Basic Documents to cause the Eligible Lender
Trustee to act.



     SECTION 6.2 General Duties. It shall be the duty of the Eligible Lender Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this
Agreement and the other Basic Documents to which the Trust is a party and to administer the Trust
in the interest of the Noteholders and the Excess Distribution Certificateholder subject to and in
accordance with the provisions of this Agreement and the other Basic Documents. Without limiting
the foregoing, the Eligible Lender Trustee shall on behalf of the Trust file and prove any claim or
claims that may exist on behalf of the Trust against the Depositor in connection with any claims
paying procedure as part of an insolvency or a receivership proceeding involving the Depositor.
Notwithstanding the foregoing, the Eligible Lender Trustee shall be deemed to have discharged its
duties and responsibilities hereunder and under the other Basic Documents to the extent the
Administrator has agreed in the Administration Agreement to perform and act or to discharge any
duty of the Eligible Lender Trustee hereunder or under any other Basic Document, and the Eligible
Lender Trustee shall not be held liable for the default or failure of the Administrator to carry
out its obligations under the Administration Agreement. Except as expressly provided in the Basic
Documents, the Eligible Lender Trustee shall have no obligation to administer, service or collect
the Trust Student Loans or to maintain, monitor or otherwise supervise the administration,
servicing or collection of the Trust Student Loans.



     SECTION 6.3 Action upon Instruction.



     (a) [Reserved].



     (b) The Eligible Lender Trustee shall not be required to take any action hereunder or under
any other Basic Document if the Eligible Lender Trustee shall have reasonably determined, or shall
have been advised by counsel, that such action is likely to result in liability on the part of the
Eligible Lender Trustee or is contrary to the terms hereof, any other Basic Document or is
otherwise contrary to law.



     (c) Whenever the Eligible Lender Trustee is unable to determine the appropriate course of
action between alternative courses and actions permitted or required by the terms of this Agreement
or under any other Basic Document, the Eligible Lender Trustee shall promptly give notice (in such
form as shall be appropriate under the circumstances) to the Excess Distribution Certificateholder
requiring instruction as to the course of action to be adopted, and to the extent the Eligible
Lender Trustee acts in good faith in accordance with any written instruction of the Excess
Distribution Certificateholder received, the Eligible Lender Trustee shall not be liable on account
of such action to any Person. If the Eligible Lender Trustee shall not have received appropriate
instruction within 10 days of such notice (or within such shorter period of time as reasonably may
be specified in such notice or may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action, not inconsistent with this Agreement, the
other Basic Documents, as it shall deem to be in the best



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interests of the Excess Distribution
Certificateholder, and shall have no liability to any Person for such action or inaction.



     (d) In the event that the Eligible Lender Trustee is unsure as to the application of any
provision of this Agreement, any other Basic Document or any such provision is ambiguous as to its
application, or is, or appears to be, in conflict with any other applicable provision, or in the
event that this Agreement permits any determination by the Eligible Lender Trustee or is silent or
is incomplete as to the course of action that the Eligible Lender Trustee is required to take with
respect to a particular set of facts, the Eligible Lender Trustee may give notice (in such form as
shall be appropriate under the circumstances) to the Excess Distribution Certificateholder
requesting instruction and, to the extent that the Eligible Lender Trustee acts or refrains from
acting in good faith in accordance with any such instruction received, the Eligible Lender Trustee
shall not be liable, on account of such action or inaction, to any Person. If the Eligible Lender
Trustee shall not have received appropriate instruction within 10 days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or may be necessary under
the circumstances) it may, but shall be under no duty to, take or refrain from taking such action,
not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the
best interest of the Excess Distribution Certificateholder, and shall have no liability to any
Person for such action or inaction.



     SECTION 6.4 No Duties Except as Specified in this Agreement or in Instructions. The
Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with
respect to, register, record, sell, service, dispose of or otherwise deal with the Trust Estate,
or to otherwise take or refrain from taking any action under, or in connection with, any
document contemplated hereby to which the Eligible Lender Trustee is a party, except as expressly
provided by the terms of this Agreement or in any document or written instruction received by the
Eligible Lender Trustee pursuant to Section 6.3; and no implied duties or obligations shall be read
into this Agreement or any other Basic Document against the Eligible Lender Trustee. The Eligible
Lender Trustee shall have no responsibility for filing any financing or continuation statement in
any public office at any time or to otherwise perfect or maintain the perfection of any security
interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust
or to record this Agreement or any other Basic Document. The Eligible Lender Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all action as may be necessary to
discharge any Liens on any part of the Trust Estate that result from actions by, or claims against,
Chase Bank USA, National Association in its individual capacity or as the Eligible Lender Trustee
that are not related to the ownership or the administration of the Trust Estate.



     SECTION 6.5 No Action Except under Specified Documents or Instructions. The Eligible
Lender Trustee shall not otherwise deal with any part of the Trust Estate except (i) in accordance
with the powers granted to and the authority conferred upon the Eligible Lender Trustee pursuant to
this Agreement, (ii) in accordance with the other Basic Documents to which it is a party and (iii)
in accordance with any document or instruction delivered to the Eligible Lender Trustee pursuant to
Section 6.3.



     SECTION 6.6 Restrictions. The Eligible Lender Trustee shall not take any action (a)
that is inconsistent with the purposes of the Trust set forth in Section 2.3 or (b) that, to the
actual



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knowledge of the Eligible Lender Trustee, would result in the Trust’s becoming taxable as a
corporation for Federal income tax purposes. Neither the Depositor nor the Excess Distribution
Certificateholder shall direct the Eligible Lender Trustee to take action that would violate the
provisions of this Section.



ARTICLE VII




Concerning the Eligible Lender Trustee




     SECTION 7.1 Acceptance of Trusts and Duties. The Eligible Lender Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but
only upon the terms of this Agreement. The Eligible Lender Trustee also agrees to disburse all
moneys actually received by it constituting part of the Trust Estate upon the terms of this
Agreement and the other Basic Documents. The Eligible Lender Trustee shall not be answerable or
accountable hereunder or under any other Basic Document under any circumstances, except (i) for its
own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 7.3 expressly made by the Eligible Lender Trustee. In particular,
but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):



     (a) the Eligible Lender Trustee shall not be liable for any error of judgment made by a
responsible officer of the Eligible Lender Trustee;



     (b) the Eligible Lender Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in accordance with the direction or instructions of the Administrator,
the Depositor or the Excess Distribution Certificateholder;



     (c) no provision of this Agreement or any other Basic Document shall require the Eligible
Lender Trustee to expend or risk funds or otherwise incur any financial liability in the
performance of any of its rights or powers hereunder or under any other Basic Document, if the
Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured or provided to it;



     (d) under no circumstances shall the Eligible Lender Trustee be liable for indebtedness
evidenced by or arising under any of the Basic Documents, including the principal of and interest
on the Notes;



     (e) the Eligible Lender Trustee shall not be responsible for or in respect of the validity or
sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form,
character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in
respect of the validity or sufficiency of the Basic Documents, other than the certificate of
authentication on the Excess Distribution Certificate, and the Eligible Lender Trustee shall in no
event assume or incur any liability, duty, or obligation to any Noteholder or the Excess
Distribution Certificateholder, other than as expressly provided for herein and in the other Basic
Documents;



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     (f) the Eligible Lender Trustee shall not be liable for the action or inaction, default or
misconduct of the Administrator, the Depositor, the Indenture Trustee or the Servicer under any of
the other Basic Documents or otherwise and the Eligible Lender Trustee shall have no obligation or
liability to perform the obligations of the Trust under this Agreement or the other Basic Documents
that are required to be performed by the Administrator under the Administration Agreement, the
Indenture Trustee under the Indenture or the Servicer under the Servicing Agreement; and



     (g) the Eligible Lender Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement, any other Basic Document, at the request,
order or direction of the Depositor or the Excess Distribution Certificateholder, unless the
Depositor or such holder has offered to the Eligible Lender Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be incurred by the Eligible
Lender Trustee therein or thereby. The right of the Eligible Lender Trustee to perform any
discretionary act enumerated in this Agreement or in any other Basic Document shall not be
construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its
negligence or willful misconduct in the performance of any such act.



     SECTION 7.2 Intentionally Omitted.



     SECTION 7.3 Representations and Warranties. The Eligible Lender Trustee hereby
represents and warrants to the Depositor, for the benefit of the Noteholders, and the Excess
Distribution Certificateholder, that:



     (a) It is duly organized and validly existing in good standing under the laws of its governing
jurisdiction and has an office located within the State of Delaware. It has all requisite corporate
power and authority to execute, deliver and perform its obligations under this Agreement.



     (b) It has taken all corporate action necessary to authorize the execution and delivery by it
of this Agreement, and this Agreement will be executed and delivered by one of its officers who is
duly authorized to execute and deliver this Agreement on its behalf.



     (c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it
of the transactions contemplated hereby nor compliance by it with any of the terms or provisions
hereof will contravene any Federal or Delaware state law, governmental rule or regulation governing
the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it,
or constitute any default under its charter documents or by-laws or any indenture, mortgage,
contract, agreement or instrument to which it is a party or by which any of its properties may be
bound.



     (d) It is and will maintain its status as an “eligible lender” (as such term is defined in
Section 435(d) of the Higher Education Act) for purposes of holding legal title to the Trust
Student Loans as contemplated by this Agreement and the other Basic Documents, it has a lender
identification number with respect to the Trust Student Loans from the Department and has and



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will
maintain in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust
Student Loans.



     SECTION 7.4 Reliance; Advice of Counsel.



     (a) The Eligible Lender Trustee shall incur no liability to anyone in acting upon any
signature, instrument, direction, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Eligible Lender Trustee may accept a certified copy of
a resolution of the board of directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of the determination of which is not specifically
prescribed herein, the Eligible Lender Trustee may for all purposes hereof rely on a certificate,
signed by the president or any vice president or by the treasurer or other authorized officers of
the relevant party, as to such fact or matter and such certificate shall constitute full protection
to the Eligible Lender Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.



     (b) In the exercise or administration of the trusts hereunder and in the performance of its
duties and obligations under this Agreement or the other Basic Documents, the Eligible Lender
Trustee (i) may act directly or through its agents or attorneys pursuant to agreements
entered into with any of them and the Eligible Lender Trustee shall not be liable for the
conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been
selected by the Eligible Lender Trustee with reasonable care, and (ii) may consult with counsel and
accountants to be selected with reasonable care and employed by it. The Eligible Lender Trustee
shall not be liable for anything done, suffered or omitted in good faith by it in accordance with
the written opinion or advice of any such counsel or accountants and not contrary to this Agreement
or any other Basic Document.



     SECTION 7.5 Not Acting in Individual Capacity. Except as provided in this Article
VII, in accepting the trusts hereby created Chase Bank USA, National Association acts solely as
Eligible Lender Trustee hereunder and not in its individual capacity and all Persons having any
claim against the Eligible Lender Trustee by reason of the transactions contemplated by this
Agreement or any other Basic Document shall look only to the Trust Estate for payment or
satisfaction thereof.



     SECTION 7.6 Eligible Lender Trustee Not Liable for Excess Distribution Certificate or
Trust Student Loans. The recitals contained herein and in the Excess Distribution Certificate
(other than the signature of and authentication by the Eligible Lender Trustee on the Excess
Distribution Certificate) shall be taken as the statements of the Depositor and the Eligible Lender
Trustee assumes no responsibility for the correctness thereof. The Eligible Lender Trustee makes
no representations as to the validity or sufficiency of this Agreement, the Excess Distribution
Certificate, or any other Basic Document (other than the signature of and authentication by the
Eligible Lender Trustee on the Excess Distribution Certificate), or the Notes, or of any Trust
Student Loan or related documents. The Eligible Lender Trustee shall at no time have any
responsibility (or liability except for willfully or negligently terminating or allowing to be
terminated any of the Guarantee Agreements, in a case where the Eligible Lender



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Trustee knows of
any facts or circumstances which will or could reasonably be expected to result in any such
termination) for or with respect to the legality, validity, enforceability and eligibility for
Guarantee Payments, federal reinsurance, Interest Subsidy Payments or Special Allowance Payments,
as applicable, in respect of any Trust Student Loan, or for or with respect to the sufficiency of
the Trust Estate or its ability to generate the payments to be distributed to the Excess
Distribution Certificateholder under this Agreement or the Noteholders, under the Indenture,
including the existence and contents of any computer or other record of any Trust Student Loan; the
validity of the assignment of any Trust Student Loan to the Eligible Lender Trustee on behalf of
the Trust; the completeness of any Trust Student Loan; the performance or enforcement (except as
expressly set forth in any Basic Document) of any Trust Student Loan; the compliance by the
Depositor or the Servicer with any warranty or representation made under any Basic Document or in
any related document or the accuracy of any such warranty or representation or any action or
inaction of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in
the name of the Eligible Lender Trustee.



     SECTION 7.7 Eligible Lender Trustee May Own Notes. The Eligible Lender Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may deal with the
Depositor, the Excess Distribution Certificateholder, the Administrator, the Indenture Trustee or
the Servicer in banking transactions with the same rights as it would have if it were not Eligible
Lender Trustee.



ARTICLE VIII




Compensation and Indemnity of Eligible Lender Trustee




     SECTION 8.1 Eligible Lender Trustee’s Fees and Expenses. The Eligible Lender Trustee
shall receive as compensation for its services hereunder such fees as have been separately agreed
upon before the date hereof between the Depositor and the Eligible Lender Trustee, and the Eligible
Lender Trustee shall be entitled to be reimbursed by the Depositor, to the extent provided in such
separate agreement, for its other reasonable expenses (including the reasonable fees and expenses
of counsel and independent accountants) hereunder.



     SECTION 8.2 Payments to the Eligible Lender Trustee. Any amounts paid to the Eligible
Lender Trustee pursuant to Section 8.1 hereof or pursuant to Section 9 of the Sale Agreement,
Section 4.2 of the Administration Agreement or Section 4.2 of the Servicing Agreement shall be
deemed not to be a part of the Trust Estate immediately after such payment.



     SECTION 8.3 Indemnity. The Depositor shall cause the Administrator to indemnify the
Eligible Lender Trustee in its individual capacity and any of its officer, directors, employees and
agents as and to the extent provided for in Section 4.2 of the Administration Agreement.



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ARTICLE IX




Termination of Trust Agreement




     SECTION 9.1 Termination of Trust Agreement.



     (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no
further force or effect upon (1) the final distribution by the Excess Distribution Certificate
Paying Agent of all moneys or other property or proceeds of the Trust Estate in accordance with the
terms of the Indenture, the Administration Agreement and Article V hereof and (2) the filing of the
certificate of cancellation by the Eligible Lender Trustee pursuant to section 9.1(b) below. The
bankruptcy, liquidation, dissolution, death or incapacity of the Excess Distribution
Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle
such holder’s legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the Trust or Trust
Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.



     (b) Except as provided in Section 9.1(a), none of the Depositor, any Noteholder or the Excess
Distribution Certificateholder shall be entitled to revoke or terminate the Trust.



     Upon final distribution of any funds remaining in the Trust, the Eligible Lender Trustee shall
file a certificate of cancellation of the Trust’s certificate of trust pursuant to Section 3810(c)
of the Delaware Statutory Trust Act.



ARTICLE X




Successor Eligible Lender Trustees and

Additional Eligible Lender Trustees




     SECTION 10.1 Eligibility Requirements for Eligible Lender Trustee. The Eligible
Lender Trustee shall at all times be a corporation or association (i) qualifying as an “eligible
lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of
holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender
identification number with respect to the Trust Student Loans from the Department; (ii) being
authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans;
(iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the
Depositor; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to
supervision or examination by Federal or state authorities; (v) having its principal place of
business in the State of Delaware and otherwise complying with Section 3807 of the Delaware
Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its
long-term senior unsecured debt of at least “BBB-” (or the equivalent) by each of the Rating
Agencies (or which, if the long-term senior unsecured debt of such corporation or association is
not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation
from such Rating Agency that the appointment of such corporation or association to serve as
Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then
current rating of any of the Notes). If the Eligible Lender Trustee shall publish reports of
condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining



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authority, then for the purpose of this Section, the combined capital and surplus of the
Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. In case at any time the Eligible Lender Trustee
shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender
Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.



     SECTION 10.2 Resignation or Removal of Eligible Lender Trustee. The Eligible Lender
Trustee may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator
shall promptly appoint a successor Eligible Lender Trustee meeting the eligibility requirements of
Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered
to the resigning Eligible Lender Trustee and one copy to the successor Eligible Lender Trustee. If
no successor Eligible Lender Trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning Eligible Lender
Trustee may petition any court of competent jurisdiction for the appointment of a successor
Eligible Lender Trustee; provided, however, that such right to appoint or to
petition for the appointment of any such successor shall in no event relieve the resigning Eligible
Lender Trustee from any obligations otherwise imposed on it under the Basic Documents until such
successor has in fact assumed such appointment.



     If at any time the Eligible Lender Trustee shall cease to be or shall be likely to cease to be
eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written
request therefor by the Administrator, or if at any time an Insolvency Event with respect to
the Eligible Lender Trustee shall have occurred and be continuing, then the Administrator may
remove the Eligible Lender Trustee. If the Administrator shall remove the Eligible Lender Trustee
under the authority of the immediately preceding sentence, the Administrator shall promptly appoint
a successor Eligible Lender Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Eligible Lender Trustee so removed and one copy to
the successor Eligible Lender Trustee and payment of all fees owed to the outgoing Eligible Lender
Trustee.



     Any resignation or removal of the Eligible Lender Trustee and appointment of a successor
Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Eligible Lender Trustee pursuant to
Section 10.3, payment of all fees and expenses owed to the outgoing Eligible Lender Trustee and the
filing of a certificate of amendment to the Trust’s certificate of trust pursuant to Section
3810(b) of the Delaware Statutory Trust Act. The Administrator shall provide notice of such
resignation or removal of the Eligible Lender Trustee and to each of the Rating Agencies.



     SECTION 10.3 Successor Eligible Lender Trustee. Any successor Eligible Lender Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and
to its predecessor Eligible Lender Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Eligible Lender Trustee
shall become effective and such successor Eligible Lender Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect as if originally named as Eligible Lender
Trustee. The predecessor Eligible Lender Trustee shall



-19-









 







upon payment of its fees and expenses
deliver to the successor Eligible Lender Trustee all documents, statements, moneys and properties
held by it under this Agreement and shall assign, if permissible, to the successor Eligible Lender
Trustee the lender identification number obtained from the Department on behalf of the Trust; and
the Administrator and the predecessor Eligible Lender Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Eligible Lender Trustee all such rights, powers, duties and
obligations.



     No successor Eligible Lender Trustee shall accept such appointment as provided in this Section
unless at the time of such acceptance such successor Eligible Lender Trustee shall be eligible
pursuant to Section 10.1.



     Upon acceptance of appointment by a successor Eligible Lender Trustee pursuant to this
Section, the Administrator shall mail notice of the successor of such Eligible Lender Trustee to
the Excess Distribution Certificateholder, the Indenture Trustee, the Noteholders and the Rating
Agencies. If the Administrator shall fail to mail such notice within 10 days after acceptance of
appointment by the successor Eligible Lender Trustee, the successor Eligible Lender Trustee shall
cause such notice to be mailed at the expense of the Administrator.



     SECTION 10.4 Merger or Consolidation of Eligible Lender Trustee. Any corporation or
association into which the Eligible Lender Trustee may be merged or converted or with which it
may be consolidated, or any corporation or association resulting from any merger, conversion or
consolidation to which the Eligible Lender Trustee shall be a party, or any corporation or
association succeeding to all or substantially all the corporate trust business of the Eligible
Lender Trustee, shall, without the execution or filing of any instrument or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding, be the
successor of the Eligible Lender Trustee hereunder; provided that such corporation or
association shall be eligible pursuant to Section 10.1; and provided further that
the Eligible Lender Trustee shall mail notice of such merger or consolidation to the Rating
Agencies not less than 15 days prior to the effective date thereof and shall file an amendment to
the Certificate of Trust as required under the Delaware Statutory Trust Act.



     SECTION 10.5 Appointment of Co-Eligible Lender Trustee or Separate Eligible Lender
Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the Trust may at the
time be located, the Administrator and the Eligible Lender Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Eligible Lender Trustee, meeting the eligibility requirements of clauses (i) through (iii) of
Section 10.1, to act as co-trustee, jointly with the Eligible Lender Trustee, or separate trustee
or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such
capacity, such title to the Trust Estate, or any part thereof, and, subject to the other provisions
of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the
Eligible Lender Trustee may consider necessary or desirable. If the Administrator shall not have
joined in such appointment within 15 days after the receipt by it of a request so to do, the
Eligible Lender Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee under this Agreement shall be required to meet the
terms of eligibility as a



-20-









 








successor trustee pursuant to clauses (iv), (v) and (vi) of Section 10.1 and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3.



     Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:




     (i) all rights, powers, duties, and obligations conferred or imposed upon the Eligible
Lender Trustee shall be conferred upon and exercised or performed by the Eligible Lender
Trustee and such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without the Eligible
Lender Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed, the Eligible Lender
Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties, and obligations (including the holding of title to the Trust or any
portion thereof in any such jurisdiction) shall be exercised and performed singly by such
separate trustee or co-trustee, solely at the direction of the Eligible Lender Trustee;




     (ii) no trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and




     (iii) the Administrator and the Eligible Lender Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.



     Any notice, request or other writing given to the Eligible Lender Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to
this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Eligible Lender Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Eligible Lender Trustee. Each such instrument shall be filed with the Eligible
Lender Trustee and a copy thereof given to the Administrator.



     Any separate trustee or co-trustee may at any time appoint the Eligible Lender Trustee as its
agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Agreement on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Eligible
Lender Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.



-21-









 





ARTICLE XI




Miscellaneous




     SECTION 11.1 Supplements and Amendments. This Agreement may be amended by the Excess
Distribution Certificateholder and the Eligible Lender Trustee, with prior written notice to the
Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct
or supplement any provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions in this Agreement or modifying in any
manner the rights of the Noteholders; provided, however, that such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests
of any Noteholder.



     This Agreement may also be amended from time to time by the Excess Distribution
Certificateholder and the Eligible Lender Trustee, with prior written notice to the Rating
Agencies, 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, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or modifying in any manner the
rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided,
however, that no such amendment shall (a) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on Trust Student
Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b)
reduce the aforesaid percentage of the Outstanding Amount of any class of Notes required to consent
to any such amendment, without the consent of all the outstanding Noteholders of such class.



     Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee
shall furnish written notification of the substance of such amendment or consent to the Excess
Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies.



     It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant
to this Section to approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof. The manner of obtaining such
consents (and any other consents of provided for in this Agreement or in any other Basic Document)
and of evidencing the authorization of the execution thereof shall be subject to such reasonable
requirements as the Eligible Lender Trustee may prescribe.



     Prior to the execution of any amendment to this Agreement, the Eligible Lender Trustee shall
be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the
Depositor stating that all conditions precedent to the execution of such amendment have been met or
otherwise satisfied. The Eligible Lender Trustee may, but shall not be obligated to, enter into
any such amendment which affects the Eligible Lender Trustee’s own rights, duties or immunities
under this Agreement or otherwise.



     SECTION 11.2 No Legal Title to Trust Estate in Excess Distribution Certificateholder.
The Excess Distribution Certificateholder shall not have legal title to any part of the Trust
Estate.



-22-









 







The Excess Distribution Certificateholder shall be entitled to receive distributions with
respect to its undivided beneficial ownership interest therein only in accordance with Section 3.3
of this Agreement. No transfer, by operation of law or otherwise, of any right, title, or interest
of the Excess Distribution Certificateholder to and in its beneficial ownership interest in the
Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part of the Trust
Estate.



     SECTION 11.3 Limitations on Rights of Others. Except for Section 2.7, the provisions
of this Agreement are solely for the benefit of the Eligible Lender Trustee, the Depositor, the
Excess Distribution Certificateholder, the Administrator and, to the extent expressly provided
herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement (other than
Section 2.7), whether express or implied, shall be construed to give to any other Person any legal
or equitable right, remedy or claim in the Trust Estate or under this Agreement or any covenants,
conditions or provisions contained herein.



     SECTION 11.4 Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended
recipient or three Business Days after mailing if
mailed by certified mail, postage prepaid (except that notice to the Eligible Lender Trustee
shall be deemed given only upon actual receipt by the Eligible Lender Trustee), if to the Eligible
Lender Trustee, addressed to its Corporate Trust Office with copies to Deutsche Bank Trust Company
Americas, 60 Wall Street, 26th Floor, Mailstop NYC60-2606, New York, New York 10005,
Attention: Trust & Securities Services/Structured Finance Services; if to the Depositor, addressed
to SLM Funding LLC, 12061 Bluemont Way, V3419, Reston, Virginia 20190, or, as to each party, at
such other address as shall be designated by such party in a written notice to each other party.



     SECTION 11.5 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     SECTION 11.6 Separate Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same instrument.



     SECTION 11.7 Successors and Assigns. All covenants and agreements contained herein
shall be binding upon and inure to the benefit of, the Depositor and its successors, the Eligible
Lender Trustee and its successors, each Excess Distribution Certificateholder and its successors
and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or
other instrument or action by a Noteholder or the Excess Distribution Certificateholder shall bind
the successors and assigns of such holder.



     SECTION 11.8 No Petition.



     (a) Neither the Depositor, nor any other Excess Distribution Certificateholder (as evidenced
by acceptance of its Excess Distribution Certificate) will institute against the Trust, at



-23-









 







any
time, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Excess Distribution Certificate, the Notes, this
Agreement or any of the other Basic Documents. The foregoing shall not limit the rights of the
Depositor, nor any Excess Distribution Certificateholder to file any claim in, or otherwise take
any action with respect to, any insolvency proceeding that was instituted against the Trust by a
Person other than the Depositor or such other Excess Distribution Certificateholder.



     (b) The Eligible Lender Trustee (not in its individual capacity but solely as Eligible Lender
Trustee), by entering into this Agreement, the Excess Distribution Certificateholder by accepting
the Excess Distribution Certificate, and the Indenture Trustee and each Noteholder by accepting the
benefits of this Agreement, hereby covenant and agree that they will not at any time institute
against the Depositor or the Trust, or join in any institution against the Depositor or the Trust
of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the Notes, this
Agreement or any of the other Basic Documents. The foregoing shall not limit the rights of the
Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any
insolvency proceeding that was instituted against the Issuer by a Person other than the Eligible
Lender Trustee.



     SECTION 11.9 No Recourse. Each Excess Distribution Certificateholder by accepting its
Excess Distribution Certificate acknowledges that such holder’s certificate represents beneficial
interests in the Trust only and do not represent interests in or obligations of the Depositor, the
Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee or any Affiliate
thereof or any officer, director or employee of any thereof and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated in this Agreement,
the Excess Distribution Certificate or the other Basic Documents.



     SECTION 11.10 Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.



     SECTION 11.11 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.



-24-









 





ARTICLE XII




Compliance with Regulation AB 




     SECTION 12.1 Intent of the Parties; Reasonableness. The Depositor, the Eligible
Lender Trustee, and the Indenture Trustee acknowledge and agree that the purpose of Article XII of
this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of
Regulation AB and related rules and regulations of the Commission.



     Neither the Depositor, the Eligible Lender Trustee, nor the Indenture Trustee shall exercise
its right to request delivery of information or other performance under these provisions other than
in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and
the rules and regulations of the Commission thereunder (or the provision in a private offering of
disclosure comparable to that required under the Securities Act). The Indenture Trustee
acknowledges that interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to
comply with requests made by the Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the
Indenture Trustee and the Eligible Lender Trustee shall cooperate fully with the Depositor to
deliver to the Depositor (including any of its assignees or designees), any and all statements,
reports, certifications, records, attestations, and any other information necessary in the good
faith determination of the Depositor, to permit the Depositor to comply with the provisions of
Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, Indenture
Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be
necessary in order to effect such compliance.



-25-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement
to be duly executed by their respective officers hereunto duly authorized, as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	CHASE BANK USA, NATIONAL ASSOCIATION,	 	 
	 	 	not in its individual capacity but solely as

Eligible Lender Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /S/ JOHN J. CASHIN	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John J. Cashin	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	SLM FUNDING LLC,	 	 
	 	 	as the Depositor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /S/ MARK L. HELEEN	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark L. Heleen	 	 
	 

	 	 	 	Title:   Vice President	 	 






-26-









 





Acknowledged and agreed as to

Section 3.3(c) and Section 3.3(g)

of this Amended and Restated Trust Agreement




DEUTSCHE BANK TRUST COMPANY AMERICAS,

not in its individual capacity but solely

as the initial Excess Distribution

Certificate Paying Agent and Excess Distribution Certificate Registrar




	 	 	 	 	 
	By:

	 	   /S/ JENNA KAUFMAN
	 	 
	 

	 	 	 	 
	 

	 	Name: Jenna Kaufman	 	 
	 

	 	Title:   Vice President	 	 
	 
	 	 	 	 
	By:

	 	   /S/ MICHELE H.Y. VOON	 	 
	 

	 	 	 	 
	 

	 	Name: Michele H.Y. Voon	 	 
	 

	 	Title:   Assistant Vice President	 	 







-27-









 








EXHIBIT A

TO THE TRUST AGREEMENT




[PLEASE SEE ATTACHED]





A-1









 








EXHIBIT B




FORM OF




CERTIFICATE OF TRUST

OF

SLM STUDENT LOAN

TRUST 2006-1




     This Certificate of Trust of SLM STUDENT LOAN TRUST 2006-1 (the “Trust”) is being duly
executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust
under the Delaware Statutory Trust Statute (12 Del. C. § 3801 et seq.) (the “Act”).



     1. Name. The name of the statutory trust formed by this Certificate of Trust is SLM
STUDENT LOAN TRUST 2006-1.



     2. Delaware Trustee. The name and business address of the eligible lender trustee of
the Trust in the State of Delaware are the Chase Bank USA, National Association, c/o JPMorgan Chase
Bank, National Association, 500 Stanton Christiana Road, Christiana Center/OPS4/3rd Floor, Newark,
Delaware 19713. Attn: Institutional Trust Services.



     3. Effective Date. This Certificate of Trust shall be effective upon filing.



     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance
with Section 3811(a)(1) of the Act.



	 	 	 	 	 	 	 
	 	 	CHASE BANK USA,

NATIONAL ASSOCIATION, not in its individual
 capacity but solely as Eligible Lender Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







B-1









 








EXHIBIT C

[FORM OF TRANSFEROR LETTER]




[Date]




Sallie Mae, Inc.

as Administrator

12061 Bluemont Way

Reston, Virginia 20190




Deutsche Bank Trust Company Americas,

as Excess Distribution Certificate Registrar

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005

Attention: Trust & Securities Services/Structured Finance Services




Chase Bank USA, National Association

as Eligible Lender Trustee

Christiana Center/OPS4

500 Stanton Christiana Road

Newark, Delaware 19713




	 	 	 
	Re:

	 	SLM Student Loan Trust 2006-1,
	 

	 	Excess Distribution Certificate (the “Certificate”)






Ladies and Gentlemen:




     In connection with our disposition of the above Certificate, we certify that (a) we understand
that the Certificate has not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), and is being disposed by us in a transaction that is exempt from the
registration requirements of the Securities Act, and (b) we have not offered or sold the
Certificate to, or solicited offers to buy the Certificate from, any person, or otherwise
approached or negotiated with any person with respect thereto, in a manner that would be deemed, or
taken any other action would result in, a violation of Section 5 of the Securities Act.



	 	 	 	 	 
	Very truly yours,  
	 
	 	 	 	 
	 	 	 
	[Print Name of Transferor]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	  Authorized Officer	 	 







C-1









 








EXHIBIT D-1

[FORM OF TRANSFEREE LETTER (NON-RULE 144A)]




[Date]




Sallie Mae, Inc.

as Administrator

12061 Bluemont Way

Reston, Virginia 20190




Deutsche Bank Trust Company Americas,

as Excess Distribution Certificate Registrar

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005

Attention: Trust & Securities Services/Structured Finance Services




Chase Bank USA, National Association

as Eligible Lender Trustee

Christiana Center/OPS4

500 Stanton Christiana Road

Newark, Delaware 19713




	 	 	 
	Re:

	 	SLM Student Loan Trust 2006-1,
	 

	 	Excess Distribution Certificate (the “Certificate”)






Ladies and Gentlemen:




     In connection with our acquisition of the above Certificate, we certify that (a) we understand
that the Certificate is not being registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws and is being transferred to us in a transaction
that is exempt from the registration requirements of the Securities Act and any such laws, (b) we
are an institutional “accredited investor,” as defined in Rule 501 (a) (1), (2), (3) or (7) of
Regulation D under the Securities Act or an entity in which all of the equity owners come within
such paragraphs, and have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the Certificate, (c) we have had
the opportunity to ask questions of and receive answers from the Depositor concerning the purchase
of the Certificate and all matters relating thereto or any additional information deemed necessary
to our decision to purchase the Certificate, (d) we are not acquiring the Certificate for, by or
for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the
Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a
non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the
Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign
law, if such acquisition would cause a non-exempt



D-1-1









 







violation of such substantially similar law, (iii) any person who is not a United States
person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity”
referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is
includible directly or indirectly through one or more other such pass-thru entities by any person
referred to in clause (iii) above, (e) we are acquiring the Certificate for investment for our own
account and not with a view to any distribution of the Certificate (but without prejudice to our
right at all times to sell or otherwise dispose of the Certificate in accordance with clause (g)
below), (f) we have not offered or sold the Certificate to, or solicited offers to buy the
Certificate from, any person, or otherwise approached or negotiated with any person with respect
thereto, or taken any other action which would result in a violation of Section 5 of the Securities
Act, and (g) we will not sell, transfer or otherwise dispose of the Certificate unless (1) such
sale, transfer or other disposition is made pursuant to an effective registration statement under
the Securities Act or is exempt from such registration requirements, and if requested, we will at
our expense provide an opinion of counsel satisfactory to the addressees of this Letter that such
sale, transfer or other disposition may be made pursuant to an exemption from the Securities Act,
(2) the purchaser or transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Trust Agreement relating to
the Certificate.



     Except as otherwise specified herein or as the context may otherwise require, capitalized
terms used but not otherwise defined herein are defined in Appendix A to the Amended and Restated
Trust Agreement dated as of January 26, 2006, among SLM Funding LLC, as the Depositor, Chase Bank
USA, National Association, not in its individual capacity, but solely as the Eligible Lender
Trustee, and Deutsche Bank Trust Company Americas, not in its individual capacity, but solely as
the Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	 
	 	 	[Print Name of Transferee]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer







D-1-2









 








EXHIBIT D-2

[FORM OF TRANSFEREE LETTER (RULE 144A)]




[Date]




Sallie Mae, Inc.

as Administrator

12061 Bluemont Way

Reston, Virginia 20190




Deutsche Bank Trust Company Americas,

as Excess Distribution Certificate Registrar

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005

Attention: Trust & Securities Services/Structured Finance Services




Chase Bank USA, National Association

as Eligible Lender Trustee

Christiana Center/OPS4

500 Stanton Christiana Road

Newark, Delaware 19713




	 	 	 
	Re:

	 	SLM Student Loan Trust 2006-1,
	 

	 	Excess Distribution Certificate (the “Certificate”)






Ladies and Gentlemen:




     In connection with our acquisition of the above Certificate, we certify that (a) we understand
that the Certificate is not being registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws and is being transferred to us in a transaction
that is exempt from the registration requirements of the Securities Act and any such laws, (b) we
have such knowledge and experience in financial and business matters that we are capable of
evaluating the merits and risks of investments in the Certificate, (c) we have had the opportunity
to ask questions of and receive answers from the Depositor concerning the purchase of the
Certificate and all matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificate, (d) we are not acquiring the Certificate by or for the
account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if
such acquisition, or the management or servicing of the Trust or its assets, would cause a
non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the
Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign
law, if such acquisition would cause a non-exempt violation of such substantially similar law,
(iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the
Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code,
the



D-2-1









 







income of which pass-thru entity is includible directly or indirectly through one or more
other such pass-thru entities by any person referred to in clause (iii) above, (e) we have not, nor
has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificate, any interest in the Certificate or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Certificate, any interest in
the Certificate or any other similar security from, or otherwise approached or negotiated with
respect to the Certificate, any interest in the Certificate or any other similar security with, any
person in any manner, or made any general solicitation by means of general advertising or in any
other manner, or taken any other action, that would constitute a distribution of the Certificate
under the Securities Act or that would render the disposition of the Certificate a violation of
Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has
authorized or will authorize any person to act, in such manner with respect to the Certificate, (f)
we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities
Act (“Rule 144A”) and have completed either of the forms of certification to that effect attached
hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificate for our own account or for resale pursuant to Rule 144A and
further understand that the Certificate may be resold, pledged or transferred only (1) to a person
reasonably believed to be a qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the Securities Act.



     Except as otherwise specified herein or as the context may otherwise require, capitalized
terms used but not otherwise defined herein are defined in Appendix A to the Amended and Restated
Trust Agreement dated as of January 26, 2006, among SLM Funding LLC, as the Depositor, Chase Bank
USA, National Association, not in its individual capacity, but solely as the Eligible Lender
Trustee, and Deutsche Bank Trust Company Americas, not in its individual capacity, but solely as
the Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	 
	 	 	[Print Name of Transferee]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	   Authorized Officer







D-2-2









 








ANNEX 1

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




[For Transferees Other Than Registered Investment Companies]




     The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule
144A Transferee Letter to which this certification relates with respect to the Certificate
described therein:




	 	1.	 	As indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
	 
	 	2.	 	In connection with purchases by the Buyer, the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities Act of
1933, as amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
discretionary basis
$___1 in securities (except for the excluded securities
referred to below) as of the end of the Buyer’s most recent fiscal year (such amount
being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the criteria
in the category marked below.






	 	—	 	Corporation, etc. The Buyer is a corporation (other
than a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501 (c) (3) of the Internal Revenue Code of
1986, as amended.
	 
	 	—	 	Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar official
or is a foreign bank or equivalent institution, and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
	 
	 	—	 	Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a State
or Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.







 




			
	1	 	Buyer must own and/or invest on a discretinary basis at least
$100,000,000 in securities unless buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.





Annex 1-1









 






	 	—	 	Broker-dealer. The Buyer is a dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934.
	 
	 	—	 	Insurance Company. The Buyer is an insurance company
whose primary and predominant business activity is the writing of insurance or
the reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar official or
agency of a State, territory or the District of Columbia.
	 
	 	—	 	State or Local Plan. The Buyer is a plan established
and maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees.
	 
	 	—	 	ERISA Plan. The Buyer is an employee benefit plan
within the meaning of Title I of the Employee Retirement Income Security Act of
1974.
	 
	 	—	 	Investment Advisor. The Buyer is an investment advisor
registered under the Investment Advisors Act of 1940.
	 
	 	—	 	Small Business Investment Company. The Buyer is a
small business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958.
	 
	 	—	 	Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of the Investment Advisors
Act of 1940.
	 
	 	—	 	Qualified Institutional Buyers. The Buyer owned and/or
invested on a discretionary basis less than $100,000,000, but it is an entity
in which all of the equity owners are qualified institutional buyers.






	 	3.	 	The term “securities” as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that are part
of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii)
securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase
agreements, (vii) securities owned but subject to a repurchase agreement and (viii)
currency, interest rate and commodity swaps.
	 
	 	4.	 	For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred to in the
preceding paragraph, except (i) where the Buyer reports its securities holdings in its
financial statements on the basis of their market value, and (ii) no current
information with respect to the cost of those securities has been published. If clause
(ii) in the preceding sentence applies, the securities may be valued at market.
Further, in determining such aggregate amount, the Buyer may have





Annex 1-2









 











	 	 	 	included securities
owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with
the Buyer in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments of
such subsidiaries are managed under the Buyer’s direction. However, such securities
were not included if the Buyer is a majority-owned, consolidated subsidiary of
another enterprise and the Buyer is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.
	 
	 	5.	 	The Buyer acknowledges that it is familiar with Rule 144A and understands that
the seller to it and other parties related to the Certificate are relying and will
continue to rely on the statements made herein because one or more sales to the Buyer
may be in reliance on Rule 144A.
	 
	 	6.	 	Until the date of purchase of the Rule 144A Securities, the Buyer will notify
each of the parties to which this certification is made of any changes in the
information and conclusions herein. Until such notice is given, the Buyer’s purchase
of the Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Buyer is a bank or savings and loan is provided
above, the Buyer agrees that it will furnish to such parties updated annual financial
statements promptly after they become available.





	 	 	 	 	 
	 	 	 
	[Print Name of Transferee]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	Date:

	 	 	 	 
	 

	 	 	 	 





Annex 1-3









 








ANNEX 2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




[For Transferees That are Registered Investment Companies]




     The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule
144A Transferee Letter to which this certification relates with respect to the Certificate
described therein:




	 	1.	 	As indicated below, the undersigned is the President, Chief Financial Officer
or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as
defined below), is such an officer of the Adviser.
	 
	 	2.	 	In connection with purchases by Buyer, the Buyer is a “qualified institutional
buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company
registered under the Investment Company Act of 1940, as amended and (ii) as marked
below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least
$100,000,000 in securities (other than the excluded securities referred to below) as of
the end of the Buyer’s most recent fiscal year. For purposes of determining the amount
of securities owned by the Buyer or the Buyer’s Family of Investment Companies, the
cost of such securities was used, except (i) where the Buyer or the Buyer’s Family of
Investment Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the cost
of those securities has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market.






	 	—	 	The Buyer owned $___in securities (other than the
excluded securities referred to below) as of the end of the Buyer’s most recent
fiscal year (such amount being calculated in accordance with Rule 144A).
	 
	 	—	 	The Buyer is part of a Family of Investment Companies which
owned in the aggregate $___in securities (other than the excluded
securities referred to below) as of the end of the Buyer’s most recent fiscal
year (such amount being calculated in accordance with Rule 144A).






	 	3.	 	The term “Family of Investment Companies” as used herein means two or
more registered investment companies (or series thereof) that have the same investment
adviser or investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority owned
subsidiary of the other).





Annex 2-1









 






	 	4.	 	The term “securities” as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer’s Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv)
loan participations, (v) repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and commodity swaps.
	 
	 	5.	 	The Buyer is familiar with Rule 144A and understands that the parties listed in
the Rule 144A Transferee Letter to which this certification relates are relying and
will continue to rely on the statements made herein because one or more sales to the
Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for
the Buyer’s own account.
	 
	 	6.	 	Until the date of purchase of the Certificate, the undersigned will notify the
parties listed in the Rule 144A Transferee Letter to which this certification relates
of any changes in the information and conclusions herein. Until such notice is given,
the Buyer’s purchase of the Certificate will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.





	 	 	 	 	 
	 	 	 
	 	 	Print Name of Buyer or Adviser
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 	 	[IF AN ADVISER:]
	 
	 	 	 	 
	 	 	 
	 	 	Print Name of Buyer
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






Annex 2-2