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 Trustee,


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

not in its individual capacity but solely as the Indenture Trustee,

acting as the Excess Distribution Certificate Paying Agent


 


 


Dated as of April 6, 2006


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND USAGE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions
  and Usage

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
  ORGANIZATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Creation of
  Trust; Name

  	
  1

  
	
  Section 2.02.

  	
  Office

  	
  2

  
	
  Section 2.03.

  	
  Purposes and
  Powers

  	
  2

  
	
  Section 2.04.

  	
  Appointment
  of Trustee

  	
  2

  
	
  Section 2.05.

  	
  Initial
  Capital Contribution of Trust Estate

  	
  2

  
	
  Section 2.06.

  	
  Declaration
  of Trust

  	
  3

  
	
  Section 2.07.

  	
  Liability of
  the Holders of Excess Distribution Certificate

  	
  3

  
	
  Section 2.08.

  	
  Title to
  Trust Property

  	
  3

  
	
  Section 2.09.

  	
  Representations,
  Warranties, and Covenants of the Depositor

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
  BENEFICIAL OWNERSHIP AND EXCESS DISTRIBUTION CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Initial
  Beneficial Ownership

  	
  4

  
	
  Section 3.02.

  	
  Corporate
  Trust Office

  	
  4

  
	
  Section 3.03.

  	
  The Excess
  Distribution Certificate

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  
	
  ACTIONS BY TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Prior Notice
  to the Holder of the Excess Distribution Certificate With Respect to Certain
  Matters

  	
  9

  
	
  Section 4.02.

  	
  Action with
  Respect to Sale of the Trust Student Loans

  	
  10

  
	
  Section 4.03.

  	
  Action with
  Respect to Bankruptcy

  	
  10

  
	
  Section 4.04.

  	
  Restrictions

  	
  10

  



 

















 


	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Application
  of Trust Funds

  	
  11

  
	
  Section 5.02.

  	
  Method of
  Payment

  	
  11

  
	
  Section 5.03.

  	
  No
  Segregation of Moneys; No Interest

  	
  11

  
	
  Section 5.04.

  	
  Reports to
  the Holder of the Excess Distribution Certificate, the Internal Revenue
  Service and Others

  	
  11

  
	
  Section 5.05.

  	
  Signature on
  Returns

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
  AUTHORITY AND DUTIES OF TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  General
  Authority

  	
  12

  
	
  Section 6.02.

  	
  General
  Duties

  	
  12

  
	
  Section 6.03.

  	
  Action Upon
  Instruction

  	
  12

  
	
  Section 6.04.

  	
  No Duties
  Except as Specified in this Agreement or in Instructions

  	
  13

  
	
  Section 6.05.

  	
  No Action
  Except under Specified Documents or Instructions

  	
  14

  
	
  Section 6.06.

  	
  Restrictions

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  
	
  CONCERNING THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Acceptance
  of Trusts and Duties

  	
  14

  
	
  Section 7.02.

  	
  Reserved

  	
  15

  
	
  Section 7.03.

  	
  Representations
  and Warranties

  	
  15

  
	
  Section 7.04.

  	
  Reliance;
  Advice of Counsel

  	
  16

  
	
  Section 7.05.

  	
  Not Acting
  in Individual Capacity

  	
  16

  
	
  Section 7.06.

  	
  Trustee Not
  Liable for Excess Distribution Certificate or Trust Student Loans

  	
  16

  
	
  Section 7.07.

  	
  Trustee May
  Own Notes

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  COMPENSATION AND INDEMNITY OF TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Trustee’s
  Fees and Expenses

  	
  17

  
	
  Section 8.02.

  	
  Payments to
  the Trustee

  	
  17

  
	
  Section 8.03.

  	
  Indemnity

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  	
   

  
	
  TERMINATION OF TRUST AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Termination
  of Trust Agreement

  	
  17

  



 


ii

















 


	
  ARTICLE X

  	
   

  
	
   

  	
   

  	
   

  
	
  SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Eligibility
  Requirements for Trustee

  	
  18

  
	
  Section 10.02.

  	
  Resignation
  or Removal of Trustee

  	
  18

  
	
  Section 10.03.

  	
  Successor
  Trustee

  	
  19

  
	
  Section 10.04.

  	
  Merger or
  Consolidation of Trustee

  	
  19

  
	
  Section 10.05.

  	
  Appointment
  of Co-Trustee or Separate Trustee

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Supplements
  and Amendments

  	
  21

  
	
  Section 11.02.

  	
  No Legal
  Title to Trust Estate in Holder of the Excess Distribution Certificate

  	
  22

  
	
  Section 11.03.

  	
  Limitations
  on Rights of Others

  	
  22

  
	
  Section 11.04.

  	
  Notices

  	
  22

  
	
  Section 11.05.

  	
  Severability

  	
  22

  
	
  Section 11.06.

  	
  Separate
  Counterparts

  	
  22

  
	
  Section 11.07.

  	
  Successors
  and Assigns

  	
  22

  
	
  Section 11.08.

  	
  No Petition

  	
  23

  
	
  Section 11.09.

  	
  No Recourse

  	
  23

  
	
  Section 11.10.

  	
  Headings

  	
  23

  
	
  Section 11.11.

  	
  Governing
  Law

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
   

  	
   

  	
   

  
	
  COMPLIANCE WITH REGULATION AB

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
  Intent of the Parties;
  Reasonableness

  	
  23

  



 


	
  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-1 to Trust Agreement

  
	
   

  	
   

  	
   

  
	
  Annex 1

  	
   

  	
  Qualified Institutional Buyer Status under SEC Rule 144A
  (Non-Registered Investment Companies)

  
	
  Annex 2

  	
   

  	
  Qualified Institutional Buyer Status under SEC Rule 144A (Registered
  Investment Companies)

  



 


iii

















 


TRUST AGREEMENT


 


This
AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 6, 2006 (the “Agreement”),
is among SLM FUNDING LLC, a Delaware limited liability company, as depositor
(the “Depositor”), CHASE BANK USA, NATIONAL ASSOCIATION (formerly known as
Chase Manhattan Bank USA, National Association), a national banking
association, not in its individual capacity but solely as the Trustee (the “Trustee”),
and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, not in its individual capacity
but solely as the Indenture Trustee, acting as the Excess Distribution
Certificate Paying Agent (the “Indenture Trustee”).


 


WITNESSETH:


 


WHEREAS,
a trust known as “SLM Private Credit Student Loan Trust 2006-A” was established
pursuant to a trust agreement dated as of December 21, 2005 by and between SLM
Education Credit Funding LLC and the Trustee, as amended by an Amended and
Restated Trust Short-Form Agreement dated March 31, 2006 by and between SLM
Funding LLC, the Trustee and Depositor (the “Short-Form Trust Agreement”); and


 


WHEREAS,
the Depositor, the Indenture Trustee and the Trustee desire to amend and
restate the Short-Form Trust Agreement upon the terms and conditions set forth
herein as follows.


 


NOW,
THEREFORE, the Depositor, the Trustee and the Indenture Trustee hereby agree as
follows:


 


ARTICLE
I


 


DEFINITIONS
AND USAGE


 


Section
1.01.          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
2.01.          Creation of Trust;
Name. There is hereby created a Trust which shall be known as “SLM Private Credit
Student Loan Trust 2006-A”, in which name the 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 Trustee has filed or 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
2.02.          Office. The
office of the Trust shall be in care of the Trustee at its Corporate Trust
Office or at such other address as the Trustee may designate by written notice
to the Depositor.


 


Section
2.03.          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, to fund the Reserve Account and the Cash
Capitalization Account pursuant to Section 2.08 of the Administration
Agreement, to make the Collection Account Initial Deposit and to purchase the
Trust Student Loans pursuant to the Depositor Sale Agreement;


 


(iii)          to
Grant the Trust Estate to the Indenture Trustee pursuant to the Indenture, and
to hold, manage and distribute to the holder of the Excess Distribution
Certificate 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 to which it is
to be a party, including, but not limited to, any payments that may be owed by
the Trust under the Swap Agreements;


 


(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
2.07 and 2.08 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 Bankruptcy Code.


 


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


 


Section
2.05.          Initial Capital
Contribution of Trust Estate. The Depositor hereby sells, assigns,
transfers, conveys and sets over to the Trustee, as of the date hereof, the sum
of $100.00. The 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 Trustee, promptly reimburse
the Trustee for any such expenses paid by the Trustee.


 


2

















 


Section
2.06.          Declaration of Trust.
The Trustee hereby declares that it will hold the Trust Estate in trust upon
and subject to the conditions set forth herein for the use and benefit of the
holder of the Excess Distribution Certificate, 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 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
2.07.          Liability of the
Holders of Excess Distribution Certificate.


 


(a)           Notwithstanding
the provisions of Section 3803 of the Delaware Statutory Trust Act, the
Depositor shall be liable directly to and shall indemnify the injured party for
all losses, claims, damages, liabilities and expenses of the Trust (including
Expenses, to the extent that the assets of the Trust that would remain if all
of the Notes were paid in full would not be sufficient to pay any such
liabilities, or if such liabilities in fact are not paid out of the Trust
Estate) to the extent that the Depositor would be liable if the Trust were a partnership
under the Delaware Revised Uniform Limited Partnership Act in which the
Depositor were a general partner; provided, however, that the
Depositor shall not be liable for any losses incurred by a beneficial owner of
a Note in its capacity as a holder of limited recourse debt or to any holder of
the Excess Distribution Certificate. In addition, any third party creditors of
the Trust (other than in connection with the obligations to Noteholders
excepted above) shall be third party beneficiaries of this paragraph.


 


(b)           No
holder of the Excess Distribution Certificate (in such capacity) shall have any
personal liability for any liability or obligation of the Trust.


 


Section
2.08.          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
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
Trustee on behalf of the Trust.


 


Section
2.09.          Representations,
Warranties, and Covenants of the Depositor. The Depositor hereby
represents, warrants and covenants to the 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
Trustee and the Depositor has duly authorized such sale and assignment and
deposit to the Trust or Trustee by all necessary


 


3

















 


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
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 its Certificate of Formation or Operating Agreement.


 


(f)            The
Depositor is authorized and directed to execute on behalf of the Trust, 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
3.01.          Initial Beneficial
Ownership. Upon the formation of the Trust by the contribution by the
Depositor pursuant to Section 2.05 and until the issuance of the Excess
Distribution Certificate, the Depositor shall be the sole beneficial owner of
the Trust.


 


Section
3.02.          Corporate Trust
Office. The 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 399 Park Avenue, New York, New York 10022,
Attention:  Structured Finance Services.


 


4

















 


Section
3.03.          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 Section 2.07(c)(xv) and Section 2.08 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 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 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 Depositor Sale Agreement, the 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 chairman of the
board, 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 Trustee or JPMorgan Chase Bank, National Association, as the
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 clause (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
clause (f) below, an Excess Distribution Certificate Register in which, subject
to such reasonable regulations as it may prescribe, the Trustee shall provide
for the registration of the Excess Distribution Certificate and of transfers
and exchanges of the Excess Distribution Certificate as herein provided. JPMorgan
Chase Bank, National Association 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 clause (f) below, the 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 Trustee or any authenticating agent. At
the option of the holder of the Excess Distribution Certificate, 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 clause (f) below.


 


5

















 


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 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 Affiliate
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 Excess Distribution Certificate Registrar in
accordance with its customary practice.


 


No
service charge shall be made for any registration of transfer or exchange of
the Excess Distribution Certificate, but 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 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 (i) the
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 (ii) there shall be
delivered to the Excess Distribution Certificate Registrar and the 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 Trustee on
behalf of the Trust shall execute and the 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 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


 


6

















 


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 Trustee and the Excess
Distribution Certificate Registrar and any agent of either of them may treat
the Person in whose name the 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 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 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 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 Section 2.07(c)(xv) and Section 2.08 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 Trustee may revoke such power and remove
the Excess Distribution Certificate Paying Agent if the 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 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
Trustee. In the event that the Indenture Trustee shall no longer be the Excess
Distribution Certificate Paying Agent, the Trustee shall appoint a successor to
act as Excess Distribution Certificate Paying Agent (which shall be a bank or
trust company). The Trustee shall cause such successor Excess Distribution
Certificate Paying Agent or any additional Excess Distribution Certificate
Paying Agent appointed by the Trustee to execute and deliver to the Trustee an
instrument in which such successor Excess Distribution Certificate Paying Agent
or additional Excess Distribution Certificate Paying Agent shall agree with the
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 holder of the Excess Distribution Certificate 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
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 Trustee. The provisions of Sections 7.01, 7.03, 7.04,
7.05, 8.01 and 8.03 shall apply to the Indenture Trustee also in its role


 


7

















 


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.


 


(h)           Restrictions
on Transfer of the Excess Distribution Certificate. (i)  The Excess Distribution Certificate may be
transferred to the Depositor or 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 Trustee shall require, in order to
assure compliance with such laws, that the prospective transferor and
transferee each certify to the 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 Exhibits C and D-1 or D-2 hereto,
respectively. 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 Trustee in its sole
discretion, may require that there shall also be delivered to the Trustee, the
Excess Distribution Certificate Registrar, the Administrator, and, 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 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 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 holder of the
Excess Distribution Certificate desiring to effect such transfer shall, and
does hereby agree to, indemnify the 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.


 


8

















 


B.            No
transfer of the Excess Distribution Certificate will be registered by the
Trustee or the Excess Distribution Certificate Registrar unless the Trustee,
the Certificate Registrar, the Administrator, and, if it is not the proposed
transferor, the Depositor receives a representation from the 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 directly or indirectly for, on behalf of or
with the assets of a Plan. If any proposed transferee shall become a holder of
the Excess Distribution Certificate in violation of these provisions, then the
last preceding permitted transferee shall be restored, to the extent permitted
by law, to all rights as holder of the Excess Distribution Certificate,
retroactive to the date of registration of such transfer of the Excess
Distribution Certificate. Neither the 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 or
taking any action with respect to such holder under this Agreement. Any
proposed transferee who becomes a holder of the Excess Distribution Certificate
shall agree to indemnify the Trustee, the Excess Distribution Certificate
Registrar, a Swap Counterparty, 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 the Excess Distribution Certificate
agrees to abide by such restrictions.


 


D.            The
prospective transferee shall deliver an opinion of counsel addressed to the
Trustee, a Swap Counterparty, 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 who shall be
the registered holder of the Excess Distribution Certificate.


 


ARTICLE
IV


 


ACTIONS
BY TRUSTEE


 


Section
4.01.          Prior Notice to the
Holder of the Excess Distribution Certificate With Respect to Certain Matters.
With respect to the following matters, the Trustee shall not take


 


9

















 


action unless at least 30
days before the taking of such action, the Trustee shall have notified the
holder of the Excess Distribution Certificate and each of the Rating Agencies
in writing of the proposed action and the holder shall not have notified the
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;


 


(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 interest of the holder of the Excess
Distribution Certificate; or


 


(d)           the
amendment of a Swap Agreement in circumstances where the consent of any class
of Noteholders is required or in circumstances where the consent of Noteholders
is not required but where such amendment materially adversely affects the
interest of the holder of the Excess Distribution Certificate.


 


Section
4.02.          Action with Respect
to Sale of the Trust Student Loans. The Trustee shall not have the power,
except upon the written direction of the Depositor and except as expressly
provided in the Basic Documents, to sell the Trust Student Loans after the
payment in full of the Notes.


 


Section
4.03.          Action with Respect
to Bankruptcy. The Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the prior approval of
the Depositor and the delivery to the Trustee by the Depositor of a certificate
certifying that the Depositor reasonably believes that the Trust is insolvent.


 


Section
4.04.          Restrictions. Neither
the Depositor nor the holder of the Excess Distribution Certificate shall
direct the 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 Trustee under
this Agreement or any of the other Basic Documents or would be contrary to
Section 2.03 nor shall the Trustee be permitted to follow any such direction,
if given.


 


10

















 


ARTICLE
V


 


APPLICATION
OF TRUST FUNDS; CERTAIN DUTIES


 


Section
5.01.          Application of Trust
Funds.


 


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


 


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


 


Section
5.02.          Method of Payment.
Distributions required to be made to the holder of the Excess Distribution
Certificate 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
5.03.          No Segregation of
Moneys; No Interest. Subject to Section 5.01, moneys received by the
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 Trustee shall not be
liable for any interest thereon.


 


Section
5.04.          Reports to the Holder
of the Excess Distribution Certificate, the Internal Revenue Service and Others.
The Trustee shall provide (or cause to be provided) any reports or other
information required to be provided to the holder of the Excess Distribution
Certificate pursuant to the Code, the regulations promulgated thereunder or
other applicable law. In addition, the 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 Trustee
shall be entitled to hire an independent accounting firm to perform the
functions described in this Section 5.04, the reasonable fees and expenses of
which shall be paid by the Depositor.


 


11

















 


Section
5.05.          Signature on Returns.
The Trustee shall sign on behalf of the Trust the tax returns of the Trust,
unless applicable law requires a holder of the Excess Distribution Certificate to
sign such documents, in which case such documents shall be signed by the
Depositor or the then holder of the Excess Distribution Certificate.


 


ARTICLE
VI


 


AUTHORITY
AND DUTIES OF TRUSTEE


 


Section
6.01.          General Authority.
The 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 Trustee’s execution thereof,
and, on behalf of the Trust, to direct the Indenture Trustee to authenticate
and deliver Notes in the aggregate principal amount of $2,244,052,000. In
addition to the foregoing, the Trustee is also authorized and directed on
behalf of the Trust to (i) acquire and hold legal title to the Trust Student
Loans from the Depositor and (ii) to take all actions required of the Trust
pursuant to the Basic Documents. The 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 Trustee to act.


 


Section
6.02.          General Duties. It
shall be the duty of the Trustee to discharge (or cause to be discharged) all
its responsibilities pursuant to the terms of this Agreement, the other Basic
Documents to which the Trust is a party and to administer the Trust in the
interest of the Noteholders and the holder of the Excess Distribution Certificate
subject to and in accordance with the provisions of this Agreement and the
other Basic Documents. Without limiting the foregoing, the 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 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 Trustee hereunder
or under any other Basic Document, and the 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 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
6.03.          Action Upon
Instruction.


 


(a)           Reserved.


 


(b)           The
Trustee shall not be required to take any action hereunder or under any other
Basic Document if the Trustee shall have reasonably determined, or shall have
been advised by


 


12

















 


counsel, that such action
is likely to result in liability on the part of the Trustee or is contrary to
the terms hereof, any other Basic Document or is otherwise contrary to law.


 


(c)           Whenever
the 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 Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Depositor requiring instruction as to the course of action to be adopted, and
to the extent the Trustee acts in good faith in accordance with any written
instruction of the Depositor received, the Trustee shall not be liable on
account of such action to any Person. If the 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 interests of the Depositor,
and shall have no liability to any Person for such action or inaction.


 


(d)           In
the event that the 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 Trustee or is silent or is incomplete as to the course of
action that the Trustee is required to take with respect to a particular set of
facts, the Trustee may give notice (in such form as shall be appropriate under
the circumstances) to the Depositor requesting instruction and, to the extent
that the Trustee acts or refrains from acting in good faith in accordance with
any such instruction received, the Trustee shall not be liable, on account of
such action or inaction, to any Person. If the 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
holder of the Excess Distribution Certificate, and shall have no liability to
any Person for such action or inaction.


 


Section
6.04.          No Duties Except as
Specified in this Agreement or in Instructions. The 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 Trustee is a party, except
as expressly provided by the terms of this Agreement or in any document or
written instruction received by the Trustee pursuant to Section 6.03; and no
implied duties or obligations shall be read into this Agreement or any other
Basic Document against the Trustee. The 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
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 Trustee that are not
related to the ownership or the administration of the Trust Estate.


 


13

















 


Section
6.05.          No Action Except
under Specified Documents or Instructions. The 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 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
Trustee pursuant to Section 6.03.


 


Section
6.06.          Restrictions. The
Trustee shall not take any action (a) that is inconsistent with the purposes of
the Trust set forth in Section 2.03 or (b) that, to the actual knowledge of the
Trustee, would result in the Trust’s becoming taxable as a corporation for
Federal income tax purposes. Neither the Depositor nor the holder of the Excess
Distribution Certificate shall direct the Trustee to take action that would
violate the provisions of this Section.


 


ARTICLE
VII


 


CONCERNING
THE TRUSTEE


 


Section
7.01.          Acceptance of Trusts
and Duties. The 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 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 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 7.03 expressly made by the Trustee. In particular, but not by way of
limitation (and subject to the exceptions set forth in the preceding sentence):


 


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


 


(b)           the
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 holder of the Excess Distribution
Certificate;


 


(c)           no
provision of this Agreement or any other Basic Document shall require the
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 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 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
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 Trustee shall in no event assume or incur any
liability,


 


14

















 


duty, or obligation to
any Noteholder or the holder of the Excess Distribution Certificate, other than
as expressly provided for herein and in the other Basic Documents;


 


(f)            the
Trustee shall not be liable for the action or inaction, default or misconduct
of the Administrator, the Depositor, the Indenture Trustee, the Servicer or a Swap
Counterparty under any of the other Basic Documents or otherwise and the
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, the Servicer under the Servicing
Agreement or a Swap Counterparty under its related Swap Agreements; and


 


(g)           the
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 holder of the Excess Distribution Certificate, unless the Depositor or such
holder has offered to the Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred by the Trustee
therein or thereby. The right of the 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 Trustee shall not be answerable for other than its
negligence or willful misconduct in the performance of any such act.


 


Section
7.02.          Reserved.


 


Section
7.03.          Representations and
Warranties. The Trustee hereby represents and warrants to the Depositor,
for the benefit of the Noteholders and the holder of the Excess Distribution
Certificate, that:


 


(a)           It
is a national banking association duly organized and validly existing in good
standing under the laws of the United States and has its principal office
located within the State of Delaware. It has all requisite banking power and
authority to execute, deliver and perform its obligations under this Agreement.


 


(b)           It
has taken all 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
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.


 


15

















 


Section
7.04.          Reliance; Advice of
Counsel.


 


(a)           The
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
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 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
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 Trustee (i) may act directly or through its agents or attorneys
pursuant to agreements entered into with any of them and the 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 Trustee with reasonable
care, and (ii) may consult with counsel and accountants to be selected with
reasonable care and employed by it. The 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
7.05.          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
Trustee hereunder and not in its individual capacity and all Persons having any
claim against the 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
7.06.          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 Trustee on the Excess Distribution
Certificate) shall be taken as the statements of the Depositor and the Trustee
assumes no responsibility for the correctness thereof. The 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 Trustee on the Excess Distribution Certificate),
or the Notes, or of any Trust Student Loan or related documents. The Trustee
shall at no time have any responsibility for or with respect to the legality,
validity and enforceability 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 holders of the Excess Distribution Certificates 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 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


 


16

















 


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 Trustee.


 


Section
7.07.          Trustee May Own Notes.
The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may deal with the Depositor, the Administrator, the
Indenture Trustee, the Servicer or a Swap Counterparty in banking transactions
with the same rights as if it were owner of the Notes and not acting as
Trustee.


 


ARTICLE
VIII


 


COMPENSATION
AND INDEMNITY OF TRUSTEE


 


Section
8.01.          Trustee’s Fees and
Expenses. The 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 Trustee, and the 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
8.02.          Payments to the
Trustee. Any amounts paid to the Trustee pursuant to Section 8.01 hereof or
pursuant to Section 9.01 of the Depositor Sale Agreement, Section 4.02 of the
Administration Agreement or Section 4.02 of the Servicing Agreement shall be
deemed not to be a part of the Trust Estate immediately after such payment.


 


Section
8.03.          Indemnity. The
Depositor shall cause the Administrator to indemnify the Trustee in its
individual capacity and any of its officer, directors, employees and agents as
and to the extent provided for in Section 4.02 of the Administration Agreement.


 


ARTICLE
IX


 


TERMINATION
OF TRUST AGREEMENT


 


Section
9.01.          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 the final distribution by the Trustee 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 Trustee pursuant to
Section 9.01(b) below of this Agreement. The bankruptcy, liquidation,
dissolution, death or incapacity of any holder of an Excess Distribution
Certificate, 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 9.01(a), none of the Depositor, any Noteholder or any holder
of an Excess Distribution Certificate shall be entitled to revoke or terminate
the Trust.


 


17

















 


Upon
final distribution of any funds remaining in the Trust, the 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
TRUSTEES AND

ADDITIONAL TRUSTEES


 


Section
10.01.        Eligibility
Requirements for Trustee. The Trustee shall at all times (i) be an entity
having its principal place of business in the State of Delaware and otherwise complying
with Section 3807 of the Delaware Statutory Trust Act, (ii) be authorized to
exercise statutory trust powers, (iii) have a combined capital and surplus of
at least $50,000,000 and subject to supervision or examination by Federal or
state authorities and (iv) have (or have 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 entity 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 entity to serve as 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 Trustee shall publish reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined capital
and surplus of the 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 Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 10.02.


 


Section
10.02.        Resignation or Removal
of Trustee. The 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 Trustee meeting the eligibility requirements of Section 10.01 by
written instrument, in duplicate, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor Trustee. If no successor
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
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 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 Trustee shall cease to be or shall be likely to cease to be
eligible in accordance with the provisions of Section 10.01 and shall fail to
resign after written request therefor by the Administrator, or if at any time
an Insolvency Event with respect to the Trustee shall have occurred and be
continuing, then the Administrator may remove the Trustee. If the Administrator
shall remove the Trustee under the authority of the immediately preceding
sentence, the Administrator shall promptly appoint a successor Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Trustee so removed and one copy to the successor
Trustee and payment of all fees owed to the outgoing Trustee.


 


18

















 


Any
resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section shall not become effective
until acceptance of appointment by the successor Trustee pursuant to Section
10.03, payment of all fees and expenses owed to the outgoing 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
Trustee and to each of the Rating Agencies.


 


Section
10.03.        Successor Trustee. Any
successor Trustee appointed pursuant to Section 10.02 shall execute,
acknowledge and deliver to the Administrator and to its predecessor Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor 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 Trustee.
The predecessor Trustee shall upon payment of its fees and expenses deliver to
the successor Trustee all documents, statements, moneys and properties held by
it under this Agreement; and the Administrator and the predecessor 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 Trustee all such rights, powers, duties and obligations.


 


No
successor Trustee shall accept such appointment as provided in this Section
unless at the time of such acceptance such successor Trustee shall be eligible
pursuant to Section 10.01.


 


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


 


Section
10.04.        Merger or Consolidation
of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the 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
Trustee hereunder; provided, that such corporation shall be eligible
pursuant to Section 10.01; and provided, further, that the
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
10.05.        Appointment of
Co-Trustee or Separate 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 Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee, meeting the eligibility


 


19

















 


requirements of clauses
(i) through (iii) of Section 10.01, to act as co-trustee, jointly with the
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 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 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 successor
trustee pursuant to clauses (iv), (v) and (vi) of Section 10.01 and no notice
of the appointment of any co-trustee or separate trustee shall be required
pursuant to Section 10.03.


 


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 Trustee
shall be conferred upon and exercised or performed by the 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 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
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 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 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 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 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 Trustee.
Each such instrument shall be filed with the Trustee and a copy thereof given
to the Administrator.


 


Any
separate trustee or co-trustee may at any time appoint the 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,


 


20

















 


properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to
the extent permitted by law, without the appointment of a new or successor
trustee.


 


ARTICLE
XI


 


MISCELLANEOUS


 


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


 


This
Agreement may also be amended from time to time by the Depositor and the
Trustee, with prior written notice to the Rating Agencies, with the consent of
Noteholders evidencing not less than a majority of the Outstanding Amount of
the Notes, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or modifying in
any manner the rights of the Noteholders; 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
the Notes required to consent to any such amendment, without the consent of all
the outstanding Noteholders.


 


This
Agreement may also be amended from time to time by the Depositor and the
Trustee, with prior written notice to the Rating Agencies, with the consent of a
Swap Counterparty for the purpose of adding any provisions to, changing in any
manner, or eliminating any of the provisions of this Agreement or modifying in
any manner the rights of a Swap Counterparty, if in the Opinion of Counsel such
amendment materially adversely affects the interests of a Swap Counterparty.


 


Promptly
after the execution of any such amendment or consent, the Trustee shall furnish
written notification of the substance of such amendment or consent to the
holder of the Excess Distribution Certificate, the Indenture Trustee, a Swap
Counterparty and each of the Rating Agencies.


 


It
shall not be necessary for the consent of the Noteholders, the Indenture
Trustee, or a Swap Counterparty pursuant to this Section to approve the
particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of 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 Trustee may prescribe.


 


21

















 


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


 


Section
11.02.        No Legal Title to Trust
Estate in Holder of the Excess Distribution Certificate. The holder of the
Excess Distribution Certificate shall not have legal title to any part of the
Trust Estate. The holder of the Excess Distribution Certificate shall be
entitled to receive distributions with respect to its undivided beneficial
ownership interest therein only in accordance with Section 3.03 of this
Agreement. No transfer, by operation of law or otherwise, of any right, title,
or interest of the holder of the Excess Distribution Certificate 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
11.03.        Limitations on Rights
of Others. Except for Section 2.07, the provisions of this Agreement are
solely for the benefit of the Trustee, the Depositor, the holder of the Excess
Distribution Certificate, the Administrator and, to the extent expressly
provided herein, the Indenture Trustee, the Noteholders and a Swap Counterparty,
and nothing in this Agreement (other than Section 2.07), 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 or in respect of this
Agreement or any covenants, conditions or provisions contained herein.


 


Section
11.04.        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 Trustee shall be deemed given only
upon actual receipt by the Trustee), if to the Trustee, addressed to its
Corporate Trust Office; if to the Depositor, addressed to SLM Funding LLC, 20
Hemingway Drive, East Providence, Rhode Island 02915, 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
11.05.        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
11.06.        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
11.07.        Successors and Assigns.
All covenants and agreements contained herein shall be binding upon to the
benefit of, the Depositor and its successors, the Trustee and its successors,
each holder of the Excess Distribution Certificate and its successors and
permitted assigns, all as herein provided. Any request, notice, direction,
consent, waiver or other


 


22

















 


instrument or action by a
Noteholder or the holder of an Excess Distribution Certificate shall bind the
successors and assigns of such holder.


 


Section
11.08.        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 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 Trustee (not in its individual
capacity but solely as 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
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 Trustee.


 


Section
11.09.        No Recourse. The
Excess Distribution Certificateholder by accepting the 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 Trustee, the Indenture
Trustee, a Swap Counterparty 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.


 


23

















 


ARTICLE
XII


 


Compliance with Regulation AB 


 


SECTION
12.01.    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.


 


24

















 


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

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/  JOHN J. CASHIN

  	
   

  
	
   

  	
  Name:

  	
  John J. Cashin

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SLM FUNDING LLC,

  	
   

  
	
   

  	
  as Depositor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/  JOHN J. CASHIN

  	
   

  
	
   

  	
  Name:

  	
  John J. Cashin

  
	
   

  	
  Title:

  	
  Vice President

  
						



 


 


Acknowledged and agreed as to


Section 3.03(c) and Section 3.03(g)


of this Amended and Restated Trust Agreement:


 


 


	
   

  	
  JPMORGAN CHASE BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as the Indenture Trustee, acting as the Excess

  Distribution Certificate Paying Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/  JAMES P. BOWDEN

  	
   

  
	
   

  	
  Name:

  	
  James P. Bowden

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
						



 


25

















 


EXHIBIT A

TO THE TRUST AGREEMENT


 


 


[FORM OF EXCESS
DISTRIBUTION CERTIFICATE]

SEE REVERSE FOR CERTAIN DEFINITIONS


 


 


[PLEASE SEE ATTACHED]


 


A-1

















 


EXHIBIT B


 


FORM OF


 


CERTIFICATE
OF TRUST

OF

SLM PRIVATE CREDIT STUDENT LOAN

TRUST 2006-A


 


This Certificate of Trust of SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A
(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 Act (12 Del. C. § 3801 et seq.) (the “Act”).


 


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


 


2.             Delaware Trustee. The
name and business address of the 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 Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


B-1

















 


EXHIBIT C

[FORM OF TRANSFEROR LETTER]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


12061 Bluemont Way


Reston, Virginia 20190


 


Chase Bank USA, National Association


as Trustee and Excess Distribution Certificate Registrar


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:          SLM Private Credit
Student Loan Trust 2006-A,


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


 


Chase Bank USA, National Association


as Trustee and Excess Distribution Certificate Registrar


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:          SLM Private Credit
Student Loan Trust 2006-A,


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 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


 


D-1-1

















 


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 April 6, 2006, among SLM
Funding LLC, as the Depositor, Chase Bank USA, National Association, not in its
individual capacity, but solely as the Trustee, and JPMorgan Chase Bank,
National Association, 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

  
					



 


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EXHIBIT D-2

[FORM OF TRANSFEREE LETTER (RULE 144A)]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


12061 Bluemont Way


Reston, Virginia 20190


 


Chase Bank USA, National Association


as Trustee and Excess Distribution Certificate Registrar


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:          SLM Private Credit
Student Loan Trust 2006-A,


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 are 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 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


 


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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 April 6, 2006, among SLM
Funding LLC, as the Depositor, Chase Bank USA, National Association, not in its
individual capacity, but solely as the Trustee, and JPMorgan Chase Bank,
National Association, 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

  
					



 


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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 discretionary 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.


 


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•              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 included securities owned by subsidiaries of the
Buyer, but only if such


 


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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:

  	
   

  	
   

  
						



 


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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).


 


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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:

  	
   

  	
   

  	
   

  
						



 


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