Exhibit 4.4


 


EXECUTION COPY


 




 





SLM PRIVATE CREDIT STUDENT LOAN
TRUST 2006-A


 


 


INDENTURE


 


 


between


 


 


SLM PRIVATE CREDIT
STUDENT LOAN TRUST 2006-A,


as Issuer


 


 


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 Indenture
Trustee


 


 


Dated as of April 1, 2006




 





 

















 


TABLE OF
CONTENTS


 


	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  
	
  DEFINITIONS AND
  USAGE

  	
   

  
	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions and Usage

  	
  2

  
	
  Section 1.02.

  	
  Incorporation by Reference of Trust Indenture Act

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  
	
  Section 2.01.

  	
  Form

  	
  3

  
	
  Section 2.02.

  	
  Execution, Authentication and Delivery

  	
  3

  
	
  Section 2.03.

  	
  Temporary Notes

  	
  4

  
	
  Section 2.04.

  	
  Registration; Registration of Transfer and Exchange

  	
  4

  
	
  Section 2.05.

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
  5

  
	
  Section 2.06.

  	
  Persons Deemed Owner

  	
  6

  
	
  Section 2.07.

  	
  Payment of Principal and Interest; Note Interest Shortfall

  	
  6

  
	
  Section 2.08.

  	
  Cancellation

  	
  7

  
	
  Section 2.09.

  	
  Release of Collateral

  	
  7

  
	
  Section 2.10.

  	
  Book-Entry Notes

  	
  7

  
	
  Section 2.11.

  	
  Notices to Clearing Agency

  	
  8

  
	
  Section 2.12.

  	
  Definitive Notes

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  Section 3.01.

  	
  Payment to Noteholders

  	
  9

  
	
  Section 3.02.

  	
  Maintenance of Office or Agency

  	
  10

  
	
  Section 3.03.

  	
  Money for Payments To Be Held in Trust

  	
  10

  
	
  Section 3.04.

  	
  Existence

  	
  11

  
	
  Section 3.05.

  	
  Protection of Indenture Trust Estate

  	
  12

  
	
  Section 3.06.

  	
  Opinions as to Indenture Trust Estate

  	
  12

  
	
  Section 3.07.

  	
  Performance of Obligations; Servicing of Trust Student Loans

  	
  12

  
	
  Section 3.08.

  	
  Negative Covenants

  	
  15

  
	
  Section 3.09.

  	
  Annual Statement as to Compliance

  	
  16

  
	
  Section 3.10.

  	
  Issuer May Consolidate, etc., Only on Certain Terms.

  	
  16

  
	
  Section 3.11.

  	
  Successor or Transferee

  	
  17

  
	
  Section 3.12.

  	
  No Other Business

  	
  18

  
	
  Section 3.13.

  	
  No Borrowing

  	
  18

  
	
  Section 3.14.

  	
  Obligations of Servicer and Administrator

  	
  18

  
	
  Section 3.15.

  	
  Guarantees, Loans, Advances and Other Liabilities

  	
  18

  
	
  Section 3.16.

  	
  Capital Expenditures

  	
  18

  
	
  Section 3.17.

  	
  Restricted Payments

  	
  18

  
	
  Section 3.18.

  	
  Notice of Events of Default

  	
  19

  
	
  Section 3.19.

  	
  Further Instruments and Acts

  	
  19

  



 


i

















 


	
  Section 3.20.

  	
  Representations and Warranties

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  SATISFACTION AND
  DISCHARGE

  	
   

  
	
   

  	
   

  
	
  Section 4.01.

  	
  Satisfaction and Discharge of Indenture

  	
  19

  
	
  Section 4.02.

  	
  Application of Trust Money

  	
  20

  
	
  Section 4.03.

  	
  Repayment of Moneys Held by Paying Agent

  	
  20

  
	
  Section 4.04.

  	
  Auction of Trust Student Loans

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Events of Default

  	
  22

  
	
  Section 5.02.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  23

  
	
  Section 5.03.

  	
  Collection of Indebtedness and Suits for Enforcement by Indenture
  Trustee

  	
  23

  
	
  Section 5.04.

  	
  Remedies; Priorities

  	
  25

  
	
  Section 5.05.

  	
  Optional Preservation of the Trust Student Loans

  	
  28

  
	
  Section 5.06.

  	
  Limitation of Suits

  	
  28

  
	
  Section 5.07.

  	
  Unconditional Rights of Noteholders To Receive Principal and Interest

  	
  29

  
	
  Section 5.08.

  	
  Restoration of Rights and Remedies

  	
  29

  
	
  Section 5.09.

  	
  Rights and Remedies Cumulative

  	
  29

  
	
  Section 5.10.

  	
  Delay or Omission Not a Waiver

  	
  29

  
	
  Section 5.11.

  	
  Control by Noteholders

  	
  29

  
	
  Section 5.12.

  	
  Waiver of Past Defaults

  	
  30

  
	
  Section 5.13.

  	
  Undertaking for Costs

  	
  30

  
	
  Section 5.14.

  	
  Waiver of Stay or Extension Laws

  	
  30

  
	
  Section 5.15.

  	
  Action on Notes

  	
  31

  
	
  Section 5.16.

  	
  Performance and Enforcement of Certain Obligations.

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  THE INDENTURE
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Duties of Indenture Trustee.

  	
  31

  
	
  Section 6.02.

  	
  Rights of Indenture Trustee

  	
  33

  
	
  Section 6.03.

  	
  Individual Rights of Indenture Trustee

  	
  34

  
	
  Section 6.04.

  	
  Indenture Trustee’s Disclaimer

  	
  34

  
	
  Section 6.05.

  	
  Notice of Defaults

  	
  34

  
	
  Section 6.06.

  	
  Reports by Indenture Trustee to Noteholders

  	
  34

  
	
  Section 6.07.

  	
  Compensation and Indemnity

  	
  34

  
	
  Section 6.08.

  	
  Replacement of Indenture Trustee

  	
  35

  
	
  Section 6.09.

  	
  Successor Indenture Trustee by Merger

  	
  36

  
	
  Section 6.10.

  	
  Appointment of Co-Trustee or Separate Trustee

  	
  36

  
	
  Section 6.11.

  	
  Eligibility; Disqualification

  	
  37

  
	
  Section 6.12.

  	
  Preferential Collection of Claims Against Issuer

  	
  38

  



 


ii

















 


	
  ARTICLE VII

  	
   

  
	
  NOTEHOLDERS’
  LISTS AND REPORTS

  	
   

  
	
   

  	
   

  
	
  Section 7.01.

  	
  Issuer to Furnish Indenture Trustee Names and Addresses of
  Noteholders

  	
  39

  
	
  Section 7.02.

  	
  Preservation of Information; Communications to Noteholders

  	
  39

  
	
  Section 7.03.

  	
  Reports by Issuer

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  ACCOUNTS,
  DISBURSEMENTS AND RELEASES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Collection of Money

  	
  40

  
	
  Section 8.02.

  	
  Trust Accounts

  	
  41

  
	
  Section 8.03.

  	
  General Provisions Regarding Accounts

  	
  41

  
	
  Section 8.04.

  	
  Release of Indenture Trust Estate

  	
  42

  
	
  Section 8.05.

  	
  Opinion of Counsel

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Supplemental Indentures Without Consent of Noteholders

  	
  43

  
	
  Section 9.02.

  	
  Supplemental Indentures With Consent of Noteholders

  	
  44

  
	
  Section 9.03.

  	
  Execution of Supplemental Indentures

  	
  45

  
	
  Section 9.04.

  	
  Effect of Supplemental Indenture

  	
  45

  
	
  Section 9.05.

  	
  Conformity with Trust Indenture Act

  	
  46

  
	
  Section 9.06.

  	
  Reference in Notes to Supplemental Indentures

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  REDEMPTION OF
  NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Redemption

  	
  46

  
	
  Section 10.02.

  	
  Form of Redemption Notice

  	
  46

  
	
  Section 10.03.

  	
  Notes Payable on Redemption Date

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Compliance Certificates and Opinions, etc

  	
  47

  
	
  Section 11.02.

  	
  Form of Documents Delivered to Indenture Trustee

  	
  49

  
	
  Section 11.03.

  	
  Acts of Noteholders

  	
  49

  
	
  Section 11.04.

  	
  Notices, etc., to Indenture Trustee, Issuer and Rating Agencies

  	
  50

  
	
  Section 11.05.

  	
  Notices to Noteholders; Waiver

  	
  51

  
	
  Section 11.06.

  	
  Alternate Payment and Notice Provisions

  	
  51

  
	
  Section 11.07.

  	
  Conflict with Trust Indenture Act

  	
  51

  
	
  Section 11.08.

  	
  Effect of Headings and Table of Contents

  	
  52

  
	
  Section 11.09.

  	
  Successors and Assigns

  	
  52

  
	
  Section 11.10.

  	
  Separability

  	
  52

  
	
  Section 11.11.

  	
  Benefits of Indenture

  	
  52

  



 


iii

















 


	
  Section 11.12.

  	
  Legal Holidays

  	
  52

  
	
  Section 11.13.

  	
  GOVERNING LAW

  	
  52

  
	
  Section 11.14.

  	
  Counterparts

  	
  52

  
	
  Section 11.15.

  	
  Recording of Indenture

  	
  52

  
	
  Section 11.16.

  	
  Trust Obligations

  	
  52

  
	
  Section 11.17.

  	
  No Petition

  	
  53

  
	
  Section 11.18.

  	
  Inspection

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
  COMPLIANCE WITH
  REGULATION AB

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Intent of the Parties; Reasonableness

  	
  53

  
	
   

  	
   

  	
   

  
	
  APPENDICES, SCHEDULES AND EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX A-1

  	
  Definitions and Usage

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
  Schedule of Trust Student Loans

  	
   

  
	
  SCHEDULE B

  	
  Location of Trust Student Loan Files

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Forms of Notes

  	
   

  
	
  EXHIBIT B

  	
  Form of Note Depository Agreement

  	
   

  
	
  EXHIBIT C

  	
  Servicing Criteria To Be Addressed In Assessment of
  Compliance

  	
   

  
	
   

  	
   

  	
   

  
				



 


iv

















 


INDENTURE


 


This
INDENTURE, dated as of April 1, 2006, is between SLM PRIVATE CREDIT STUDENT
LOAN TRUST 2006-A, a Delaware statutory trust (the “Issuer”), and CHASE BANK
USA, NATIONAL ASSOCIATION, a national banking association, as trustee and not
in its individual capacity but solely as trustee (the “Trustee”) and JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee
and not in its individual capacity but solely as indenture trustee (the “Indenture
Trustee”).


 


Each
party agrees as follows for the benefit of the other party and for the equal
and ratable benefit of the holders of the Issuer’s Student Loan-Backed Notes
(the “Notes”):


 


GRANTING CLAUSE


 


The
Issuer , and with respect to the Trust Student Loans, the Trustee hereby Grant
to the Indenture Trustee, as trustee for the benefit of the Noteholders,
effective as of the Closing Date all of their right, title and interest in and
to the following:


 


(a)           the Trust
Student Loans, and all obligations of the Obligors thereunder including all
moneys accrued and paid thereunder on or after the applicable Cutoff Date;


 


(b)           the
Servicing Agreement, including the right of the Issuer to cause the Servicer to
purchase Trust Student Loans from the Issuer under circumstances described
therein;


 


(c)           the Sale
Agreement, including the right of the Issuer to cause the Depositor to
repurchase Trust Student Loans from the Issuer under the circumstances
described therein and including the rights of the Depositor under the Sale
Agreements;


 


(d)           the Purchase
Agreements, to the extent that the rights of the Depositor thereunder have been
assigned to the Issuer pursuant to the Sale Agreement, including the right of
the Depositor to cause each Seller to repurchase Trust Student Loans from the
Depositor under circumstances described therein;


 


(e)           the
Administration Agreement;


 


(f)            the Swap
Agreements;


 


(g)           the Trust
Accounts and all funds on deposit from time to time in the Trust Accounts,
including the Collection Account Initial Deposit, the Reserve Account Initial
Deposit and the Cash Capitalization Account Initial Deposit, and all
investments and proceeds thereof (including all income thereon); and


 


(h)           all
present and future claims, demands, causes and choses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the foregoing, including
all proceeds of the conversion, voluntary or involuntary, into cash or other
liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, general intangibles, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of


 

















 


any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the “Collateral”).


 


The
foregoing Grant is made in trust to secure the payment of principal of and
interest on, and any other amounts owing in respect of, the Notes, equally and
ratably without prejudice, priority or distinction, and to secure compliance
with the provisions of this Indenture, all as provided in this Indenture.


 


The
Indenture Trustee, as indenture trustee on behalf of the Noteholders,
acknowledges such Grant, accepts the trusts under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties required
in this Indenture to the best of its ability to the end that the interests of
the Noteholders may be adequately and effectively protected.


 


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-1 hereto, which also contains rules as
to usage that shall be applicable herein.


 


Section
1.02.          Incorporation by
Reference of Trust Indenture Act. 
Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this
Indenture have the following meanings:


 


“Commission”
means the Securities and Exchange Commission.


 


“indenture
securities” means the Notes.


 


“indenture
security holder” means a Noteholder.


 


“indenture
to be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Indenture Trustee.


 


“obligor”
on the indenture securities means the Issuer and any other obligor on the
indenture securities.


 


All
other TIA terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by Commission rule have the meaning
assigned to them by such definitions.


 


2

















 


ARTICLE II


 


THE NOTES


 


Section
2.01.          Form.  The Notes, together with the Indenture
Trustee’s certificate of authentication, shall be in substantially the forms
set forth in Exhibit A, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the officers executing the Notes, as evidenced by their execution
of the Notes.  Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note.


 


The
Definitive Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the officers executing such Notes, as evidenced
by their execution of such Notes.


 


The
terms of the Notes set forth in Exhibit A are part of the terms of this Indenture.


 


Each
class of Notes will be represented by interests in a book-entry note
certificate deposited on the Closing Date
with Deutsche Bank Trust Company Americas, as
custodian for DTC (the “DTC Custodian”), and registered in the name of
Cede & Co. as initial nominee for DTC.


 


Section 2.02.          Execution,
Authentication and Delivery.  The
Notes shall be executed on behalf of the Issuer by any of its Authorized
Officers. The signature of any such Authorized Officer on the Notes may be
manual or facsimile.


 


Notes
bearing the manual or facsimile signature of individuals who were at any time
Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of such Notes.


 


The
Indenture Trustee shall upon Issuer Order authenticate and deliver Notes for
original issue in an aggregate principal amount of $2,244,052,000, of which $434,000,000
shall be denominated Class A-1 Notes, $207,000,000 shall be denominated Class
A-2 Notes, $355,000,000 shall be denominated Class A-3 Notes, $373,267,000
shall be denominated Class A-4 Notes, $700,000,000 shall be denominated Class
A-5 Notes, $73,297,000 shall be denominated Class B Notes and $101,488,000
shall be denominated Class C Notes.


 


Each
Note shall be dated the date of its authentication.  The Notes shall be issuable as registered notes
in minimum denominations of $100,000 and additional increments of $1,000.


 


No
Note shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.


 


3

















 


Section
2.03.          Temporary Notes.  Pending the preparation of Definitive Notes,
the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with the terms of this Indenture determined to be appropriate
by the Responsible Officer of the Issuer executing the temporary Notes, as
evidenced by his or her execution of such temporary Notes.


 


If
temporary Notes are issued, the Issuer will cause Definitive Notes to be
prepared without unreasonable delay. 
After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the
office or agency of the Issuer to be maintained as provided in Section 3.02,
without charge to the Noteholder.  Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized
denominations.  Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as Definitive Notes.


 


Section
2.04.          Registration;
Registration of Transfer and Exchange. 
The Issuer shall cause to be kept a register (the “Note Register”) in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Notes and the registration of transfers
of Notes.  The Indenture Trustee shall be
“Note Registrar” for the purpose of registering Notes and transfers of Notes as
herein provided.  Upon any resignation of
any Note Registrar, the Issuer shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of Note Registrar.


 


If a
Person other than the Indenture Trustee is appointed by the Issuer as Note
Registrar, the Issuer shall give the Indenture Trustee prompt written notice of
the appointment of such Note Registrar and of the location, and any change in
the location, of the Note Register, and the Indenture Trustee shall have the
right to inspect the Note Register at all reasonable times and to obtain copies
thereof, and the Indenture Trustee shall have the right to rely upon a
certificate executed on behalf of the Note Registrar by an Executive Officer
thereof as to the names and addresses of the Noteholders and the principal
amounts and number of such Notes.


 


Upon
surrender for registration of transfer of any Note at the office or agency of
the Issuer to be maintained as provided in Section 3.02, if the requirements of
Section 8-401(1) of the UCC are met, the Issuer shall execute, and the
Indenture Trustee shall authenticate and the Noteholder shall obtain from the
Indenture Trustee, in the name of the designated transferee or transferees, one
or more new Notes in any authorized denominations and a like aggregate
principal amount.


 


At the
option of the Noteholder, Notes may be exchanged for other Notes in any
authorized denominations and a like aggregate principal amount, upon surrender
of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for
exchange, the Issuer shall execute, and the Indenture Trustee shall
authenticate and the Noteholder shall obtain from the Indenture Trustee, the
Notes which the Noteholder making the exchange is entitled to receive.


 


4

















 


All
Notes issued upon any registration of transfer or exchange of Notes shall be
the valid obligation of the Issuer, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Notes surrendered upon such
registration of transfer or exchange.


 


Every
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee, duly executed by the Noteholder thereof
or such Noteholder’s attorney,  and duly
authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements
include membership or participation in Securities Transfer Agent’s Medallion
Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act.


 


No
service charge shall be made to a Noteholder for any registration of transfer
or exchange of Notes, but the Indenture Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.


 


The
preceding provisions of this Section notwithstanding, the Issuer shall not be
required to make and the Note Registrar need not register transfers or
exchanges of Notes selected for redemption or of any Note for a period of 15
days preceding the due date for any payment with respect to the Note.


 


Any
transfer or assignment of any Note or any interest in any Note that is not
effected pursuant to the provisions of this Indenture (including, without
limitation, this Section 2.04), such as a transfer or assignment not reflected
on the Note Register, shall be null and void and shall not be taken into
account by, or be binding upon, the Indenture Trustee or any other party.


 


Section
2.05.          Mutilated, Destroyed,
Lost or Stolen Notes.  If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Issuer and the Indenture
Trustee such security or indemnity as may be required by each of them to hold
the Issuer and the Indenture Trustee harmless, then, in the absence of notice
to the Issuer, the Note Registrar or the Indenture Trustee that such Note has
been acquired by a bona fide purchaser, and provided that the requirements of
Section 8-405 of the UCC are met, the Issuer shall execute and upon its request
the Indenture Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note;
provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have become or within 15 days shall be
due and payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when
so due or payable or upon the Redemption Date without surrender thereof.  If, after the delivery of such replacement
Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to
the preceding sentence, a bona fide purchaser of the original Note in lieu of
which such replacement Note was issued presents for payment such original Note,
the Issuer and the Indenture Trustee shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered or
any Person taking such replacement Note


 


5

















 


from such Person to whom such replacement Note was delivered or any
assignee of such Person, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee
in connection therewith.


 


Upon
the issuance of any replacement Note under this Section, the Issuer may require
the payment by the Noteholder thereof of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Indenture Trustee)
connected therewith.


 


Every
replacement Note issued pursuant to this Section in replacement of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


 


The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.


 


Section
2.06.          Persons Deemed Owner.  Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of, interest, if any, on such Note
and for all other purposes whatsoever, whether or not such Note be overdue, and
neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.


 


Section
2.07.          Payment of Principal
and Interest; Note Interest Shortfall. 
(a)  The Notes shall accrue
interest as provided in the forms of Notes set forth in Exhibit A and such
interest shall be payable on each applicable Distribution Date as specified
therein, subject to Section 3.01.  Any
installment of interest or principal, if any, payable on any Note which is
punctually paid or duly provided for by the Issuer on the applicable
Distribution Date shall be paid to the Person in whose name such Note (or one
or more Predecessor Notes) is registered on the applicable Record Date by check
mailed first-class, postage prepaid to such Person’s address as it appears on
the Note Register on such Record Date, except that, unless Definitive Notes
have been issued pursuant to Section 2.12, with respect to Notes registered on
the Record Date in the name of the nominee of the applicable Clearing Agency for
the Notes (initially, such nominee to be Cede & Co.), payment shall be made
by wire transfer in immediately available funds to the account designated by
such nominee and except for the final installment of principal payable with
respect to such Note on a Distribution Date or on the Note Final Maturity Date
for such Note which shall be payable as provided below.  The funds represented by any such checks
returned undelivered shall be held in accordance with Section 3.03.


 


(b)           The
principal amount of each class of Notes shall be payable in installments on
each Distribution Date as provided in the forms of such note set forth in
Exhibit A.  Notwithstanding the
foregoing, the entire unpaid principal amount of each class of the Notes


 


6

















 


shall be due and payable, if not previously paid, on the Note Final
Maturity Date for such class of Notes and on the date on which an Event of
Default shall have occurred and be continuing if the Indenture Trustee or the
Noteholders of the Notes representing not less than a majority of the
Outstanding Amount of the Controlling Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 5.02.  All principal payments on the Notes shall be
made pro rata to the Class of Noteholders entitled thereto.  The Indenture Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Distribution Date on which the Issuer
expects that the final installment of principal of and interest on such Note
will be paid.  Such notice shall be
mailed or transmitted by facsimile prior to such final Distribution Date and shall
specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment.  Notices in connection with redemptions of
Notes shall be mailed to Noteholders as provided in Section 10.02.


 


(c)           If
the Issuer defaults in a payment of interest at the applicable Note Rate on the
Notes, the Issuer shall pay the resulting Note Interest Shortfall on the
following Distribution Date as provided in the Administration Agreement.


 


Section
2.08.          Cancellation.  All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee.  The Issuer may at any time deliver to the
Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever
and all Notes so delivered shall be promptly cancelled by the Indenture
Trustee.  No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All canceled Notes may be held or disposed of
by the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time, unless the Issuer shall direct by an Issuer
Order that they be returned to it and so long as such Issuer Order is timely
and the Notes have not been previously disposed of by the Indenture Trustee.


 


Section
2.09.          Release of Collateral.   Subject to Section 11.01 and the terms of
the Basic Documents, the Indenture Trustee shall release property from the lien
of this Indenture only upon receipt of an Issuer Request accompanied by an
Officers’ Certificate of the Issuer, an Opinion of Counsel and Independent
Certificates in accordance with TIA §§ 314(c) and 314(d)(1) or an Opinion of
Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates.


 


Section
2.10.          Book-Entry Notes.  The Notes, upon original issuance, will be
issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, as the initial Clearing Agency, by
or on behalf of the Issuer.  Such Notes
shall initially be registered on the Note Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Note Owner shall
receive a Definitive Note (as defined below) representing such Note Owner’s
interest in such Note, except as provided in Section 2.12.  Unless and until definitive, fully registered
Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to
Section 2.12:


 


7

















 


(i)            the
provisions of this Section shall be in full force and effect;


 


(ii)           the
Note Registrar and the Indenture Trustee, and their respective directors,
officers, employees and agents, may deal with the applicable Clearing Agency
for all purposes (including the payment of principal of and interest and other
amounts on the Notes) as the authorized representative of the Note Owners;


 


(iii)          to
the extent that the provisions of this Section conflict with any other provisions
of this Indenture, the provisions of this Section shall control;


 


(iv)          the
rights of Note Owners shall be exercised only through the applicable Clearing
Agency and shall be limited to those established by law and agreements between
such Note Owners and the applicable Clearing Agency and/or the applicable Clearing
Agency Participants pursuant to the Note Depository Agreement; and unless and
until Definitive Notes are issued pursuant to Section 2.12, the initial
Clearing Agency will make book-entry transfers among the applicable Clearing
Agency Participants and receive and transmit payments of principal of and
interest and other amounts on the Notes to such applicable Clearing Agency
Participants;


 


(v)           whenever
this Indenture requires or permits actions to be taken based upon instructions
or directions of Noteholders of Notes evidencing a specified percentage of the
Outstanding Amount of the Notes, the applicable Clearing Agency shall be deemed
to represent such percentage only to the extent that it has received
instructions to such effect from Note Owners and/or applicable Clearing Agency
Participants owning or representing, respectively, such required percentage of
the beneficial interest in the Notes and has delivered such instructions to the
Indenture Trustee; and


 


(vi)          
upon acquisition or transfer of a beneficial interest in any Book-Entry Note
by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed
to have represented that such acquisition or purchase will not constitute or otherwise
result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or
Section 4975 of the Code, a non-exempt prohibited transaction in violation of
Section 406 of ERISA or Section 4975 of the Code which is not covered by a
class or other applicable exemption and (ii) in the case of a Benefit Plan
subject to a substantially similar federal, state, local or foreign law, a
non-exempt violation of such substantially similar law.  Any transfer found to have been made in
violation of such deemed representation shall be null and void and of no
effect.


 


Section
2.11.          Notices to Clearing
Agency.  Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Note Owners pursuant to
Section 2.12, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Noteholders to the applicable Clearing
Agency.


 


Section
2.12.          Definitive Notes.  If (i) the Administrator advises the Indenture
Trustee in writing that a Clearing Agency (a) is closed for business for a
continuous period of 14 days (other than by reason of holiday, statutory or
otherwise), (b) announces an intention to cease


 


8

















 


business permanently (or does so and no alternative clearing system
acceptable to the Indenture Trustee is then available), or (c) at any
time, is unwilling or unable to continue as, or ceases to be, a clearing agency
registered under all applicable laws, and a successor clearing agency which is
registered as a clearing agency under all applicable laws is not appointed by
the Administrator within 90 days of such event, (ii) the Administrator at its
option advises the Indenture Trustee in writing that it elects to terminate the
book-entry system through such Clearing Agency, or (iii) after the occurrence
of an Event of Default, a Servicer Default or an Administrator Default, Note
Owners representing beneficial interests aggregating at least a majority of the
Outstanding Amount of the applicable Notes advise the applicable Clearing
Agency (which shall then notify the Indenture Trustee) in writing that the
continuation of a book-entry system through such Clearing Agency is no longer
in the best interests of such Note Owners, then the Indenture Trustee shall
cause the Clearing Agency to notify all Note Owners cleared through such
Clearing Agency, of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners requesting the same.  Upon surrender to the Indenture Trustee of
the typewritten Notes representing the Book-Entry Notes by a Clearing Agency,
accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with
the instructions of such Clearing Agency, which shall include, without
limitation, the identity and payment instructions for all Noteholders of the
applicable Notes.  None of the Issuer,
the Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. 
Upon the issuance of Definitive Notes, the Indenture Trustee shall
recognize the holders of the Definitive Notes as Noteholders.


 


Upon acquisition or transfer
of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note
Owner shall be deemed to have represented that such acquisition or purchase
will not constitute or otherwise result in: (i) in the case of a Benefit Plan
subject to Title I of ERISA or Section 4975 of the Code, a non-exempt
prohibited transaction in violation of Section 406 of ERISA or Section 4975 of
the Code which is not covered by a class or other applicable exemption and,
(ii) in the case of a Benefit Plan subject to a substantially similar law, a
non-exempt violation of such substantially similar law.  Any transfer found to have been made in
violation of such deemed representation shall be null and void and of no
effect.


 


ARTICLE III


 


COVENANTS


 


Section
3.01.          Payment to
Noteholders.  The Issuer shall duly
and punctually pay the principal and interest, if any, with respect to the
Notes in accordance with the terms of the Notes and this Indenture.  Without limiting the foregoing, the Issuer
shall cause to be distributed to Noteholders, in accordance with the
Administration Agreement, that portion of the amounts on deposit in the Trust
Accounts on a Distribution Date (other than any Eligible Investments deposited
therein that will mature on the Business Day preceding a subsequent
Distribution Date) which the Noteholders are entitled to receive pursuant to
Sections 2.07 and 2.08 of the Administration Agreement.  Amounts properly withheld under the Code by
any Person from a


 


9

















 


payment to any Noteholder of interest and/or principal shall be
considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.


 


Section
3.02.          Maintenance of Office
or Agency.  The Issuer shall maintain
in the Borough of Manhattan, The City of New York and in Luxembourg, so long as
any of the Notes are listed on the Luxembourg Stock Exchange and the rules of
such exchange so require, or in such other jurisdiction if any of the Notes are
listed on another stock exchange of international standing and the rules of
such other exchange so require, an office or agency where Notes may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuer in respect of the Notes and this Indenture may be
served.  The Issuer hereby initially
appoints the Indenture Trustee to serve as its agent for the foregoing
purposes.  The Issuer shall give prompt
written notice to the Indenture Trustee of the location, and of any change in
the location, of any such office or agency. 
If at any time the Issuer shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address thereof,
such surrenders, notices and demands may be made or served at the Corporate
Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands.


 


Section
3.03.          Money for Payments To
Be Held in Trust.  As provided in
Sections 8.02(a) and (b), all payments of amounts due and payable with respect
to any Notes that are to be made from amounts distributed from the Collection
Account or any other Trust Account, or deposited into the Collection Account
from any other Trust Account, pursuant to Sections 2.07 and 2.08 of the
Administration Agreement shall be made on behalf of the Issuer by the Indenture
Trustee or by another Paying Agent, and no amounts so distributed from the
Collection Account for payments to Noteholders shall be paid over to the Issuer
except as provided in this Section.


 


On or
before the Business Day next preceding each Distribution Date and Redemption
Date, the Issuer shall distribute or cause to be distributed to the Indenture
Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the
amounts then becoming due under the Notes, such sum to be held in trust for the
benefit of the Persons entitled thereto and (unless the Paying Agent is the
Indenture Trustee) shall promptly notify the Indenture Trustee of its action or
failure so to act.


 


The
Issuer shall cause each Paying Agent other than the Indenture Trustee to
execute and deliver to the Indenture Trustee an instrument in which such Paying
Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts
as Paying Agent, it hereby so agrees), subject to the provisions of this
Section, that such Paying Agent will:


 


(i)            hold
all sums held by it for the payment of amounts due with respect to the Notes in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and pay such
sums to such Persons as herein provided;


 


(ii)           give
the Indenture Trustee notice of any default by the Issuer of which it has
actual knowledge (or any other obligor upon the Notes) in the making of any
payment required to be made with respect to the Notes;


 


10

















 


(iii)          at
any time during the continuance of any such default, upon the written request
of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so
held in trust by such Paying Agent;


 


(iv)          immediately
resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
held by it in trust for the payments due under the Notes if at any time it
ceases to meet the standards required to be met by a Paying Agent at the time
of its appointment; and


 


(v)           comply
with all requirements of the Code with respect to the withholding from any
payments made by it on any Notes of any applicable withholding taxes imposed
thereon and with respect to any applicable reporting requirements in connection
therewith.


 


The
Issuer may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, by Issuer Order direct
any Paying Agent to pay to the Indenture Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Indenture Trustee upon the same
trusts as those upon which the sums were held by such Paying Agent; and upon such
payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall
be released from all further liability with respect to such money.


 


Subject
to applicable laws with respect to escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount
due with respect to any Note and remaining unclaimed for two years after such
amount has become due and payable shall be discharged from such trust and be
paid to the Issuer on Issuer Request or if the Issuer has been terminated to
the Depositor upon its written request; and the Noteholder thereof shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer), and
all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that
the Indenture Trustee or such Paying Agent, before being required to make any
such repayment, shall at the expense and direction of the Issuer cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York and in Luxembourg, so long as any of the Notes are listed on the
Luxembourg Stock Exchange and the rules of such stock exchange so require, or
in such other jurisdiction if any of the Notes are listed on another stock
exchange of international standing and the rules of such other exchange so
require, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer.  The Indenture Trustee
shall also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such repayment (including mailing notice of such
repayment to Noteholders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Noteholder).


 


Section
3.04.          Existence.  The Issuer shall keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any


 


11

















 


successor Issuer hereunder is or becomes, organized under the laws of
any other State or of the United States of America, in which case the Issuer
shall keep in full effect its existence, rights and franchises under the laws
of such other jurisdiction) and shall obtain and preserve its qualification to
do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Collateral and each other instrument or agreement included in the
Indenture Trust Estate.


 


Section
3.05.          Protection of
Indenture Trust Estate.  The Issuer
will from time to time execute and deliver all such supplements and amendments
hereto, all such financing statements and continuation statements and will take
such other action necessary or advisable to:


 


(i)            maintain
or preserve the lien and security interest (and the priority thereof) of this
Indenture or carry out more effectively the purposes hereof;


 


(ii)           perfect,
publish notice of or protect the validity of any grant made or to be made by
this Indenture;


 


(iii)          enforce
any of the Collateral; or


 


(iv)          preserve
and defend title to the Indenture Trust Estate and the rights of the Indenture
Trustee and the Noteholders in such Indenture Trust Estate against the claims
of all persons and parties.


 


The
Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact
to execute any financing statement, continuation statement or other instrument
required to be executed pursuant to this Section.


 


Section
3.06.          Opinions as to
Indenture Trust Estate.  (a)  On the Closing Date, the Issuer shall furnish
to the Indenture Trustee an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture as is necessary to perfect and make
effective the lien and security interest of this Indenture and reciting the
details of such action, or stating that, in the opinion of such counsel, no
such action is necessary to make such lien and security interest effective.


 


(b)           On or
before December 31 in each calendar year, beginning in 2006, the Issuer shall
furnish to the Indenture Trustee an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture and any
indentures supplemental hereto as is necessary to maintain the lien and
security interest created by this Indenture and relating the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describe
the recording, filing and refiling of this Indenture and any indentures
supplemental hereto that will, in the opinion of such counsel, be required to
maintain the lien and security interest of this Indenture until December 31 in
the following calendar year.


 


Section
3.07.          Performance of
Obligations; Servicing of Trust Student Loans.  (a) 
The Issuer will not take any action and will use its best efforts not to
permit any action to be taken by others that would release any Person from any
of such Person’s material covenants or obligations


 


12

















 


under any instrument or agreement included in the Indenture Trust Estate
or that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any
such instrument or agreement, except as expressly provided in this Indenture,
any other Basic Document or such other instrument or agreement.


 


(b)           The Issuer
may contract with other Persons to assist it in performing its duties under
this Indenture, and any performance of such duties by a Person identified to
the Indenture Trustee in an Officers’ Certificate of the Issuer shall be deemed
to be action taken by the Issuer; provided, however, the Issuer
shall not be liable for any acts of Persons with whom the Issuer has contracted
with reasonable care.  Initially, the
Issuer has contracted with the Servicer and the Administrator to assist the
Issuer in performing its duties under this Indenture.  The Issuer shall give written notice to the
Indenture Trustee and each Rating Agency of any such contract with any other
Person.


 


(c)           The Issuer
shall punctually perform and observe all of its obligations and agreements
contained in this Indenture, the other Basic Documents and the instruments and
agreements included in the Indenture Trust Estate, including filing or causing
to be filed all UCC financing statements and continuation statements prepared
by the Issuer and required to be filed by the terms of this Indenture and the
Administration Agreement in accordance with and within the time periods
provided for herein and therein.  Except
as otherwise expressly provided therein, the Issuer shall not waive, amend,
modify, supplement or terminate any Basic Document or any provision thereof
without the consent of the Indenture Trustee or the Noteholders of at least a
majority of the Outstanding Amount of the Notes.


 


(d)           If a Responsible
Officer of the Issuer shall have knowledge of the occurrence of a Servicer
Default or an Administrator Default under the Servicing Agreement or the
Administration Agreement, respectively, the Issuer shall promptly notify the
Indenture Trustee and the Rating Agencies thereof, and shall specify in such
notice the action, if any, the Issuer is taking with respect to such
default.  If a Servicer Default shall
arise from the failure of the Servicer to perform any of its duties or
obligations under the Servicing Agreement, or an Administrator Default shall
arise from the failure of the Administrator to perform any of its duties or
obligations under the Administration Agreement, as the case may be, with
respect to the Trust Student Loans, the Issuer shall take all reasonable steps
available to it to enforce its rights under the Basic Documents in respect of
such failure.


 


(e)           As
promptly as possible after the giving of notice of termination to the Servicer
of the Servicer’s rights and powers, pursuant to Section 5.01 of the Servicing
Agreement, or to the Administrator of the Administrator’s rights and powers,
pursuant to Section 5.01 of the Administration Agreement, the Issuer shall
appoint a successor servicer (the “Successor Servicer”) or a successor administrator
(the “Successor Administrator”), respectively, and such Successor Servicer or
Successor Administrator, as the case may be, shall accept its appointment by a
written assumption in a form acceptable to the Indenture Trustee.  In the event that a Successor Servicer or
Successor Administrator has not been appointed and accepted its appointment at
the time when the Servicer or Administrator, as the case may be, ceases to act
as Servicer or Administrator, respectively, the Indenture Trustee without further
action shall automatically be appointed the Successor Servicer or Successor
Administrator, as the case may be.  The
Indenture Trustee may resign as the Successor Servicer or the Successor
Administrator


 


13

















 


by giving written notice of resignation to the Issuer and in such event
will be released from such duties and obligations, such release not to be
effective until the date a new servicer or a new administrator enters into an
agreement with the Issuer as provided below. 
Upon delivery of any such notice to the Issuer, the Issuer shall obtain
a new servicer as the Successor Servicer under the Servicing Agreement or a new
administrator as the Successor Administrator under the Administration
Agreement, as the case may be.  Any
Successor Servicer or Successor Administrator, other than the Indenture
Trustee, shall (i) be an established institution whose regular business
includes the servicing or administration of student loans and (ii) enter into a
servicing agreement or an administration agreement, respectively, with the
Issuer having substantially the same provisions as the provisions of the
Servicing Agreement and the Administration Agreement, as applicable.  If within 30 days after the delivery of the
notice referred to above, the Issuer shall not have obtained such a new
servicer or new administrator, as the case may be, the Indenture Trustee may
appoint, or may petition a court of competent jurisdiction to appoint, a
Successor Servicer or Successor Administrator; provided, however,
that such right to appoint or to petition for the appointment of any such
successor shall in no event relieve the Indenture Trustee from any obligations
otherwise imposed on it under the Basic Documents until such successor has in
fact assumed such appointment.  In
connection with any such appointment, the Indenture Trustee may make such
arrangements for the compensation of such successor as it and such successor
shall agree, subject to the limitations set forth below and in the Servicing
Agreement or Administration Agreement, as applicable, and in accordance with
Section 5.02 of the Servicing Agreement and Section 5.02 of the Administration
Agreement, the Issuer shall enter into an agreement with such successor for the
servicing or administration of the Trust Student Loans (such agreement to be in
form and substance satisfactory to the Indenture Trustee).  If the Indenture Trustee shall succeed as
provided herein to the Servicer’s duties as Servicer with respect to the Trust
Student Loans, or the Administrator’s duties with respect to the Issuer and the
Trust Student Loans, as the case may be, it shall do so in its individual
capacity and not in its capacity as Indenture Trustee and, accordingly, the
provisions of Article VI hereof shall be inapplicable to the Indenture Trustee
in its duties as the successor to the Servicer or the Administrator, as the
case may be, and the servicing or administration of the Trust Student
Loans.  In case the Indenture Trustee
shall become successor to the Servicer or the Administrator, the Indenture
Trustee shall be entitled to appoint as Servicer or as Administrator, as the
case may be, any one of its Affiliates, provided that such appointment shall
not affect or alter in any way the liability of the Indenture Trustee as
Successor Servicer or Successor Administrator, respectively, in accordance with
the terms hereof.


 


(f)            Upon any
termination of the Servicer’s rights and powers pursuant to the Servicing
Agreement, or any termination of the Administrator’s rights and powers pursuant
to the Administration Agreement, as the case may be, the Issuer shall promptly
notify the Indenture Trustee and each Rating Agency.  As soon as a Successor Servicer or a
Successor Administrator is appointed, the Issuer shall notify the Indenture
Trustee and each Rating Agency of such appointment, specifying in such notice
the name and address of such Successor Servicer or such Successor
Administrator.


 


(g)           Without
derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
the Issuer agrees that it will not, without the prior written consent of the
Indenture Trustee or the Noteholders of at least a majority in Outstanding
Amount of the Notes, amend, modify, waive,


 


14

















 


supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Collateral or the Basic Documents, except to the extent otherwise provided in
the Basic Documents, or waive timely performance or observance by the Servicer,
the Administrator, the Depositor, SLM Education Credit Finance Corporation, the
Trustee, the Excess Distribution Certificateholder or the Issuer under the
Basic Documents; provided, however, that no such amendment shall
(i) increase or reduce in any manner the amount of, or accelerate or delay the
timing of, distributions that are required to be made for the benefit of the
Noteholders, or (ii) reduce the aforesaid percentage of the Notes which are
required to consent to any such amendment, without the consent of the
Noteholders of all the Outstanding Notes. 
If any such amendment, modification, supplement or waiver shall be so consented
to by the Indenture Trustee or such Noteholders, the Issuer shall give written
notice thereof to each Rating Agency and agrees, promptly following a request
by the Indenture Trustee to do so, to execute and deliver, in its own name and
at its own expense, such agreements, instruments, consents and other documents
as the Indenture Trustee may deem necessary or appropriate in the
circumstances.


 


Section
3.08.          Negative Covenants.  So long as any Notes are Outstanding, the
Issuer shall not:


 


(i)            except
as expressly permitted by this Indenture or any other Basic Document, sell,
transfer, exchange or otherwise dispose of any of the properties or assets of
the Issuer, including those included in the Indenture Trust Estate, unless
directed to do so by the Indenture Trustee;


 


(ii)           claim
any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts properly withheld from such payments
under the Code or applicable state law) or assert any claim against any present
or former Noteholder by reason of the payment of the taxes levied or assessed
upon any part of the Indenture Trust Estate;


 


(iii)          (A)
permit the validity or effectiveness of this Indenture to be impaired, or
permit the lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any
covenants or obligations with respect to the Notes under this Indenture except
as may be expressly permitted hereby, (B) permit any lien, charge, excise,
claim, security interest, mortgage or other encumbrance (other than the lien of
this Indenture) to be created on or extend to or otherwise arise upon or burden
the Indenture Trust Estate or any part thereof or any interest therein or the
proceeds thereof (other than tax liens and other liens that arise by operation
of law, and other than as expressly permitted by the Basic Documents), or (C)
permit the lien of this Indenture not to constitute a valid first priority
(other than with respect to any such tax or other lien) security interest in
the Indenture Trust Estate; or


 


(iv)          be
prohibited from entering into any amendment to the Swap Agreements to cure any
ambiguity in, or to correct or supplement any provision of the Swap Agreements,
so long as the Issuer has determined, and the Indenture Trustee has agreed in
writing at the written direction of the Issuer, that the amendment will not
materially adversely affect the interests of the Noteholders and provided that
the Indenture Trustee


 


15

















 


has provided reasonable
notice to the Rating Agencies of such amendment and each Rating Agency has
provided written confirmation that the then current rating of the Notes will
not be lowered or withdrawn.


 


Section
3.09.          Annual Statement as
to Compliance.  The Issuer will
deliver to the Indenture Trustee and each Rating Agency, within 120 days after
the end of each fiscal year of the Issuer (commencing with the fiscal year
ending December 31, 2006) an Officers’ Certificate of the Issuer stating that:


 


(i)            a review of the
activities of the Issuer during such year and of performance under this
Indenture has been made under such Authorized Officers’ supervision; and


 


(ii)           to the best of such
Authorized Officers’ knowledge, based on such review, the Issuer has complied
with all conditions and covenants under this Indenture throughout such year,
or, if there has been a default in the compliance of any such condition or
covenant, specifying each such default known to such Authorized Officers and
the nature and status thereof.


 


Section
3.10.          Issuer May
Consolidate, etc., Only on Certain Terms.


 


(a)           The
Issuer shall not consolidate or merge with or into any other Person, unless:


 


(i)            the Person (if other
than the Issuer) formed by or surviving such consolidation or merger shall be a
Person organized and existing under the laws of the United States of America or
any State and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Indenture Trustee, in form satisfactory to the
Indenture Trustee, the due and punctual payment of the principal of, and
interest, if any, on all Notes and the performance or observance of every
agreement and covenant of this Indenture and the other Basic Documents on the part
of the Issuer to be performed or observed, all as provided herein;


 


(ii)           immediately after
giving effect to such transaction, no Default shall have occurred and be
continuing;


 


(iii)          the Rating Agency
Condition shall have been satisfied with respect to such transaction;


 


(iv)          the Issuer shall have
received an Opinion of Counsel (and shall have delivered copies thereof to the
Indenture Trustee) to the effect that such transaction will not have any
material adverse Federal or Delaware state tax consequence to the Issuer or any
Noteholder;


 


(v)           any action as is
necessary to maintain the lien and security interest created by this Indenture
shall have been taken; and


 


(vi)          the Issuer shall have
delivered to the Indenture Trustee an Officers’ Certificate of the Issuer and
an Opinion of Counsel each stating that such consolidation or


 


16

















 


merger
and such supplemental indenture comply with this Article III and that all
conditions precedent herein provided for relating to such transaction have been
complied with (including any filing required by the Exchange Act).


 


(b)           The
Issuer shall not convey or transfer all or substantially all its properties or
assets, including those included in the Indenture Trust Estate, to any Person,
unless:


 


(i)            the Person that
acquires by conveyance or transfer the properties and assets of the Issuer the
conveyance or transfer of which is hereby restricted shall (A) be a United
States citizen or a Person organized and existing under the laws of the United
States of America or any State, (B) expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in form
satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of, and interest, if any, on all Notes and the performance or
observance of every agreement and covenant of this Indenture on the part of the
Issuer to be performed or observed, all as provided herein, (C) expressly agree
by means of such supplemental indenture that all right, title and interest so
conveyed or transferred shall be subject and subordinate to the rights of
Noteholders, (D) unless otherwise provided in such supplemental indenture,
expressly agree to indemnify, defend and hold harmless the Issuer against and
from any loss, liability or expense arising under or related to this Indenture
and the Notes, and (E) expressly agree by means of such supplemental indenture
that such Person (or if a group of Persons, then one specified Person) shall
make all filings with the Commission (and any other appropriate Person)
required by the Exchange Act in connection with the Notes;


 


(ii)           immediately after
giving effect to such transaction, no Default shall have occurred and be
continuing;


 


(iii)          the Rating Agency Condition
shall have been satisfied with respect to such transaction;


 


(iv)          the Issuer shall have
received an Opinion of Counsel (and shall have delivered copies thereof to the
Indenture Trustee) to the effect that such transaction will not have any
material adverse Federal or Delaware state tax consequence to the Issuer or any
Noteholder;


 


(v)           any action as is
necessary to maintain the lien and security interest created by this Indenture
shall have been taken; and


 


(vi)          the Issuer shall have
delivered to the Indenture Trustee an Officers’ Certificate of the Issuer and
an Opinion of Counsel each stating that such conveyance or transfer and such
supplemental indenture comply with this Article III and that all conditions
precedent herein provided for relating to such transaction have been complied
with (including any filing required by the Exchange Act).


 


Section
3.11.          Successor or
Transferee.  (a)  Upon any consolidation or merger of the
Issuer in accordance with Section 3.10(a), the Person formed by or surviving
such consolidation or merger (if other than the Issuer) shall succeed to, and
be substituted for, and may exercise


 


17

















 


every right and power of, the Issuer under this Indenture with the same
effect as if such Person had been named as the Issuer herein.


 


(b)           Upon
a conveyance or transfer of all the assets and properties of the Issuer
pursuant to Section 3.10(b), SLM Private Credit Student Loan Trust 2006-A will
be released from every covenant and agreement of this Indenture to be observed
or performed on the part of the Issuer with respect to the Notes immediately
upon the delivery by the Issuer of written notice to the Indenture Trustee
stating that SLM Private Credit Student Loan Trust 2006-A is to be so released.


 


Section
3.12.          No Other Business.  The Issuer shall not engage in any business
other than financing, purchasing, owning, selling and managing the Trust
Student Loans and the other assets of the Issuer and related proceeds in the
manner contemplated by this Indenture and the other Basic Documents and
activities incidental thereto.


 


Section
3.13.          No Borrowing.  The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.


 


Section
3.14.          Obligations of
Servicer and Administrator.  The
Issuer shall cause the Servicer to comply with Sections 3.01, 3.02 and 3.03 of
the Administration Agreement and Section 3.07 of the Servicing Agreement and
the Administrator to comply with Sections 2.09, 3.01, 3.02 and 3.03 of the
Administration Agreement.


 


Section
3.15.          Guarantees, Loans,
Advances and Other Liabilities. 
Except as contemplated by this Indenture and the other Basic Documents,
the Issuer shall not make any loan or advance or credit to, or guarantee
(directly or indirectly or by an instrument having the effect of assuring
another’s payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or indirectly,
in connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital
contribution to, any other Person.


 


Section
3.16.          Capital Expenditures.  The Issuer shall not make any expenditure (by
long-term or operating lease or otherwise) for capital assets (either realty or
personalty).


 


Section
3.17.          Restricted Payments.  The Issuer shall not, directly or indirectly,
(i) pay any dividend or make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to
the Trustee or any owner of a beneficial interest in the Issuer or otherwise
with respect to any ownership or equity interest or security in or of the
Issuer or to the Servicer or the Administrator, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or
security, or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Issuer may make, or cause to
be made, distributions to the Servicer, the Trustee, the Indenture Trustee, the
Noteholders, the Administrator, the Depositor and the Excess Distribution
Certificateholder as contemplated by, and to the extent funds are available for
such purpose under, this Indenture and the other Basic Documents.  The Issuer will not, directly or indirectly,
make payments to or


 


18

















 


distributions from the Collection Account or any other Trust Account except
in accordance with this Indenture and the other Basic Documents.


 


Section
3.18.          Notice of Events of
Default.  The Issuer shall give the
Indenture Trustee, the Swap Counterparties and the Rating Agencies prompt
written notice of each Event of Default hereunder and each default on the part
of the Depositor of its obligations under the Sale Agreement, SLM Education
Credit Finance Corporation of its obligations under the Purchase Agreements,
the Servicer of its obligations under the Servicing Agreement, or the
Administrator of its obligations under the Administration Agreement.  In addition, the Issuer shall deliver to the
Indenture Trustee, the Swap Counterparties and each Rating Agency, within five
days after the occurrence thereof, written notice in the form of an Officers’
Certificate of the Issuer of any event which with the giving of notice and the
lapse of time would become an Event of Default under Section 5.01(iii), its
status and what action the Issuer is taking or proposes to take with respect
thereto.


 


Section
3.19.          Further Instruments
and Acts.  Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.


 


Section
3.20.          Representations and
Warranties.  The Issuer and Trustee
represent and warrant to the Indenture Trustee that, as of the Closing Date:


 


(a)           this Indenture creates
a valid and continuing security interest (as defined in the applicable UCC) in
the Trust Student Loans in favor of the Indenture Trustee, which security
interest is prior to all other security interests, liens, charges, claims, offsets,
defenses, counterclaims or encumbrances, and is enforceable as such as against
creditors of and purchasers from the Issuer and Trustee; and


 


(b)           the Trust Student Loans
constitute “instruments” or “general intangibles” within the meaning of the
applicable UCC.


 


ARTICLE IV


 


SATISFACTION AND DISCHARGE


 


Section
4.01.          Satisfaction and
Discharge of Indenture.  This
Indenture shall cease to be of further effect with respect to the Notes except
as to (i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.03,
3.04, 3.05, 3.08, 3.10, 3.12 and 3.13, (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including, without limitation,
the rights of the Indenture Trustee under Section 6.07 and the obligations of
the Indenture Trustee under Section 4.02), and (vi) the rights of Noteholders
as beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when:


 


19

















 


(a)           either


 


(1)           all Notes theretofore
authenticated and delivered (other than (A) Notes that have been destroyed,
lost or stolen and that have been replaced or paid as provided in Section 2.05
and (B) Notes for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Issuer and thereafter repaid to the
Issuer or discharged from such trust, as provided in Section 3.03) have been delivered
to the Indenture Trustee for cancellation; or


 


(2)           all Notes not
theretofore delivered to the Indenture Trustee for cancellation:


 


(A)          have become due and
payable;


 


(B)           will become due and
payable at their respective Note Final Maturity Date, within one year; or


 


(C)           are to be called for
redemption within one year under arrangements satisfactory to the Indenture
Trustee for the giving of notice of redemption by the Indenture Trustee in the
name, and at the expense, of the Issuer, and the Issuer, in the case of (i),
(ii) or (iii) above, has irrevocably deposited or caused to be irrevocably
deposited with the Indenture Trustee cash or direct obligations of or
obligations guaranteed by the United States of America (which will mature prior
to the date such amounts are payable), in trust for such purpose, in an amount
sufficient to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Indenture Trustee for cancellation when due to the
Note Final Maturity Date;


 


(b)           the Issuer has paid or
caused to be paid all other sums payable hereunder by the Issuer; and


 


(c)           the Issuer has
delivered to the Indenture Trustee an Officers’ Certificate of the Issuer, an
Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an
Independent Certificate from a firm of certified public accountants, each
meeting the applicable requirements of Section 11.01(a) and, subject to Section
11.02, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied with.


 


Section
4.02.          Application of Trust
Money.  All moneys deposited with the
Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Noteholders of the particular Notes for
the payment or redemption of which such moneys have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest; but such moneys need not be segregated from other funds except to the
extent required herein or in the Administration Agreement or required by law.


 


Section
4.03.          Repayment of Moneys
Held by Paying Agent.   In connection
with the satisfaction and discharge of this Indenture with respect to the
Notes, all moneys then held by


 


20

















 


any Paying Agent other than the Indenture Trustee under the provisions
of this Indenture with respect to such Notes shall, upon demand of the Issuer,
be paid to the Indenture Trustee to be held and applied according to Section
3.03 and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.


 


Section
4.04.          Auction of Trust
Student Loans.  On the date (the “Trust
Auction Date”) that is three Business Days prior to the Distribution Date
immediately following the end of the first Collection Period when the Pool
Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student
Loans remaining in the Trust shall be offered for sale by the Indenture Trustee
unless the Servicer has exercised its option to purchase the Trust Estate as
described in Section 6.01(a) of the Administration Agreement with respect to
such Distribution Date unless the Servicer has exercised its option to purchase
the Trust Estate as described in Section 6.01(a) of the Administration
Agreement with respect to such Distribution Date.  The Servicer will be deemed to have waived
such option if it fails to notify the Trustee and the Indenture Trustee of its
exercise thereof in writing prior to the Indenture Trustee’s acceptance of a
bid to purchase such Trust Student Loans; provided, however, that
there shall be no such offer for sale if the Indenture Trustee fails to provide
notice to the Servicer in accordance with this Section 4.04.  The Indenture Trustee shall provide written
notice to the Servicer of any such offer for sale at least 5 Business Days in
advance of the Trust Auction Date.  The
Indenture Trustee shall permit the Depositor or any of its Affiliates,
including SLM Education Credit Finance Corporation and the Servicer, to offer
bids only if the Pool Balance as of the applicable Trust Auction Date is equal
to 10% or less of the Initial Pool Balance and such bid does not exceed the
fair market value of the Trust Student Loans as of the Trust Auction Date.  If at least two bids are received, the
Indenture Trustee shall solicit and resolicit new bids from all participating
bidders until only one bid remains or the remaining bidders decline to resubmit
bids.  The Indenture Trustee shall accept
the highest of such remaining bids if it is equal to or in excess of both the
Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover
Servicing Fees) and the fair market value of such Trust Student Loans as of the
end of the Collection Period immediately preceding the Trust Auction Date.  If at least two bids are not received or the
highest bid after the resolicitation process is completed is not equal to or in
excess of the higher of the Minimum Purchase Amount (plus any amounts owed to
the Servicer as Carryover Servicing Fees) and the fair market value of the
Trust Student Loans, the Indenture Trustee shall not consummate such sale.  The Indenture Trustee may consult, and, at
the direction of the Depositor, shall consult, with a financial advisor,
including an underwriter of the Notes or the Administrator, to determine if the
fair market value of the Trust Student Loans has been offered.  The proceeds of any such sale will be paid at
the time set forth in Section 2.06 of the Administration Agreement and applied
in the order of priority set forth in Section 5.04(b).  If the sale is not consummated in accordance
with the foregoing, the Indenture Trustee may, but shall not be under any
obligation to, solicit bids for sale of the Trust Student Loans with respect to
future Distribution Dates upon terms similar to those described above,
including the Servicer’s waiver of its option to purchase the Trust Estate in
accordance with Section 6.01(a) of the Administration Agreement with respect to
each such future Distribution Date.


 


21

















 


ARTICLE V


 


REMEDIES


 


Section
5.01.          Events of Default.  “Event of Default,” wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


(a)           default in the payment
of any interest on any Controlling Note when the same becomes due and payable,
and such default shall continue for a period of five Business Days or more;


 


(b)           default in the payment
of the principal of any Note when the same becomes due and payable on the
related Note Final Maturity Date;


 


(c)           default in the
observance or performance of any covenant or agreement of the Issuer made in
this Indenture (other than a covenant or agreement, a default in the observance
or performance of which is elsewhere in this Section specifically dealt with),
or any representation or warranty of the Issuer made in this Indenture or in
any certificate or other writing having been incorrect in any material respect
as of the time when made, such default or breach having a material adverse
effect on the holders of the Notes, and such default or breach shall continue
or not be cured, or the circumstance or condition in respect of which such
misrepresentation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days after there shall have been given, by
registered or certified mail, to the Issuer by the Indenture Trustee or to the
Issuer and the Indenture Trustee by the Noteholders of at least 25% of the
Outstanding Amount of the Controlling Notes, a written notice specifying such
default or incorrect representation or warranty and requiring it to be remedied
and stating that such notice is a notice of Default hereunder;


 


(d)           the filing of a decree
or order for relief by a court having jurisdiction in the premises in respect
of the Issuer or any substantial part of the Indenture Trust Estate in an
involuntary case under any applicable Federal or state bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Issuer or for any substantial part of the Indenture Trust Estate, or
ordering the winding-up or liquidation of the Issuer’s affairs, and such decree
or order shall remain unstayed and in effect for a period of 60 consecutive
days; or


 


(e)           the commencement by the
Issuer of a voluntary case under any applicable Federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or the consent by
the Issuer to the entry of an order for relief in an involuntary case under any
such law, or the consent by the Issuer to the appointment or taking possession
by a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Issuer or for any substantial part of the Indenture
Trust Estate, or the making by the Issuer of any general assignment for the
benefit of creditors, or the failure by the Issuer generally to pay its debts
as such debts become due, or the taking of action by the Issuer in furtherance
of any of the foregoing.


 


22

















 


Section
5.02.          Acceleration of
Maturity; Rescission and Annulment. 
If an Event of Default should occur and be continuing, then and in every
such case the Indenture Trustee or the Noteholders of Notes representing not
less than a majority of the Outstanding Amount of the Controlling Notes may
declare all the Notes to be immediately due and payable, by a notice in writing
to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon
any such declaration the unpaid principal amount of such Notes, together with
accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable, subject, however, to Section 5.04 of this
Indenture.


 


At any
time after such declaration of acceleration of maturity has been made and
before a judgment or decree for payment of the money due has been obtained by
the Indenture Trustee as hereinafter in this Article V provided, the
Noteholders of Notes representing not less than a majority of the Outstanding Amount
of the Controlling Notes, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:


 


(a)           the Issuer has paid or
deposited with the Indenture Trustee a sum sufficient to pay:


 


(i)            all payments of
principal of and interest on all Notes and all other amounts that would then be
due hereunder or upon such Notes if the Event of Default giving rise to such
acceleration had not occurred; and


 


(ii)           all sums paid or
advanced by the Indenture Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents
and counsel; and


 


(b)           all Events of Default,
other than the nonpayment of the principal of the Notes that has become due
solely by such acceleration, have been cured or waived as provided in Section
5.12.


 


No
such rescission shall affect any subsequent default or impair any right
consequent thereto.


 


Section
5.03.          Collection of
Indebtedness and Suits for Enforcement by Indenture Trustee.  The Issuer covenants that if (i) default is
made in the payment of any interest on any Controlling Note when the same
becomes due and payable, and such default continues for a period of five days,
or (ii) default is made in the payment of the principal of any Note when the
same becomes due and payable at the related Note Final Maturity Date, the
Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit
of the Noteholders, the whole amount then due and payable on such Notes for
principal and interest, with interest upon the overdue principal, and, to the
extent payment at such rate of interest shall be legally enforceable, upon
overdue installments of interest, at the rate specified in Section 2.07 and in
addition thereto such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel.


 


(a)           In case the Issuer
shall fail forthwith to pay such amounts upon such demand, the Indenture
Trustee, in its own name and as trustee of an express trust, may institute a
Proceeding


 


23

















 


for
the collection of the sums so due and unpaid, and may prosecute such Proceeding
to judgment or final decree, and may enforce the same against the Issuer or
other obligor upon such Notes and collect in the manner provided by law out of
the property of the Issuer or other obligor upon such Notes, wherever situated,
the moneys adjudged or decreed to be payable.


 


(b)           If an Event of Default
occurs and is continuing, the Indenture Trustee may, as more particularly
provided in Section 5.04, in its discretion, proceed to protect and enforce its
rights and the rights of the Noteholders, by such appropriate Proceedings as
the Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.


 


(c)           In case there shall be
pending, relative to the Issuer or any other obligor upon the Notes or any
Person having or claiming an ownership interest in the Indenture Trust Estate,
Proceedings under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or other similar law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Issuer or its property or such other obligor or Person, or in
case of any other, comparable judicial Proceedings relative to the Issuer or
other obligor upon the Notes, or to the creditors or property of the Issuer or
such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable, as therein expressed or
by declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:


 


(i)            to file and prove a
claim or claims for the whole amount of principal and interest owing and unpaid
in respect of the Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Indenture Trustee
(including any claim for reasonable compensation to the Indenture Trustee and
each predecessor Indenture Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and
all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee, except as a result of negligence or bad faith) and of the Noteholders
allowed in such Proceedings;


 


(ii)           unless prohibited by
applicable law and regulations, to vote on behalf of the Noteholders in any
election of a trustee, a standby trustee or Person performing similar functions
in any such Proceedings;


 


(iii)          to collect and receive
any moneys or other property payable or deliverable on any such claims and to
distribute all amounts received with respect to the claims of the Noteholders
and of the Indenture Trustee on their behalf; and


 


(iv)          to file such proofs of
claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Indenture Trustee or the Noteholders allowed in any
judicial Proceedings relative to the Issuer, its creditors and its property;


 


24

















 


and
any trustee, receiver, liquidator, custodian or other similar official in any
such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith.


 


(d)           Nothing herein
contained shall be deemed to authorize the Indenture Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Noteholder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Noteholder thereof or to authorize the Indenture Trustee
to vote in respect of the claim of any Noteholder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or
similar Person.


 


(e)           All rights of action for
asserting claims under this Indenture, or under any of the Notes, may be
enforced by the Indenture Trustee without the possession of any of the Notes or
the production thereof in any trial or other Proceedings relative thereto, and
any such action or Proceedings instituted by the Indenture Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and
compensation of the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents and attorneys, shall be for the ratable benefit of the
Noteholders.


 


(f)            In any Proceedings
brought by the Indenture Trustee (and also any Proceedings involving the
interpretation of any provision of this Indenture to which the Indenture
Trustee shall be a party), the Indenture Trustee shall be held to represent all
the Noteholders, and it shall not be necessary to make any Noteholder a party
to any such Proceedings.


 


Section
5.04.          Remedies; Priorities.  If an Event of Default shall have occurred
and be continuing, the Indenture Trustee may do one or more of the following
(subject to Section 5.05):


 


(a)           (i)            institute
Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture
with respect thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuer and any other obligor upon such Notes
moneys adjudged due;


 


(ii)           institute Proceedings
from time to time for the complete or partial foreclosure of this Indenture,
with respect to the Indenture Trust Estate;


 


(iii)          exercise any remedies of
a secured party under the UCC with respect to the Trust Estate and take any
other appropriate action to protect and enforce the rights and remedies of the
Indenture Trustee and the Noteholders;


 


(iv)          sell the Indenture Trust
Estate or any portion thereof or rights or interest therein, at one or more public
or private sales called and conducted in any manner permitted by law; and/or


 


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(v)           elect to have the
Trustee maintain ownership of the Trust Student Loans and continue to apply
collections with respect to the Trust Student Loans as if there had been no
declaration of acceleration;


 


provided, however, that the
Indenture Trustee may not sell or otherwise liquidate the Indenture Trust
Estate following an Event of Default, other than an Event of Default described
in Section 5.01(a) or (b), unless (A) the Noteholders of 100% of the
Outstanding Amount of the Controlling Notes consent thereto, (B) the proceeds
of such sale or liquidation distributable to the Noteholders of the Controlling
Notes are sufficient to discharge in full all amounts then due and unpaid upon
such Notes for principal and interest or (C) the Indenture Trustee determines
that the Indenture Trust Estate will not continue to provide sufficient funds
for the payment of principal of and interest on the Controlling Notes as they
would have become due if the Controlling Notes had not been declared due and
payable, and the Indenture Trustee obtains the consent of Noteholders of 66 2/3%
of the Outstanding Amount of the Class A Notes; provided, further,
that the Indenture Trustee may not sell or otherwise liquidate the Indenture
Trust Estate following an Event of Default, other than an Event of Default
described in Section 5.01(a) or (b) with respect to the Class A Notes,
unless (D) the proceeds of such sale or liquidation distributable to the
Class B Noteholders plus the proceeds of the sale or liquidation of the Trust
Estate distributable to the Class C Noteholders are sufficient to pay to the
Class B Noteholders and the Class C Noteholders their respective Outstanding
Amount plus accrued and unpaid interest thereon or (E) if the proceeds of
such sale or liquidation distributable to the Class B Noteholders plus the
proceeds of the sale or liquidation of the Trust Estate distributable to the Class
C Noteholders would not be sufficient to pay to the Class B Noteholders and the
Class C Noteholders the outstanding principal plus accrued and unpaid interest
thereon, the Class B Noteholders and the Class C Noteholders of at least a
majority of the Outstanding Amount of the Class B Notes and the Class C Notes
consent thereto.  In determining such
sufficiency or insufficiency with respect to clauses (B), (C), (D) and (E), the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the
Indenture Trust Estate and/or Trust Estate, as applicable, for such purpose.


 


(b)           Notwithstanding the
provisions of Section 8.02, following the occurrence and during the
continuation of an Event of Default specified in Section 5.01(a), 5.01(b),
5.01(d) or 5.01(e) which has resulted in an acceleration of the Notes (or
following the occurrence of any such event after an Event of Default specified
in Section 5.01(c) has occurred and the Trust has been liquidated), if the
Indenture Trustee collects any money or property, it shall pay out the money or
property (and other amounts including amounts held on deposit in the Reserve
Account and the Cash Capitalization Account) held as Collateral for the benefit
of the Noteholders, net of liquidation costs associated with the sale of the
assets of the Trust, in the following order:


 


(i)            pro rata, to the
Indenture Trustee for amounts due under Section 6.07 and to the Trustee for
amounts due under Section 8.1 of the Trust Agreement (but in each case, only to
the extent not paid by the Administrator or the Depositor);;


 


(ii)           to the Servicer for any
due and unpaid Primary Servicing Fees;


 


26

















 


(iii)          to the Administrator,
any due and unpaid Administration Fees;


 


(iv)          to the Swap Counterparties,
any Swap Payments payable to a Swap Counterparty under the related Swap
Agreement for such Distribution Date;


 


(v)           pro rata, based on the
Class Note Balance and the amount of any Swap Termination Payments due and
payable by the Issuer to the Swap Counterparties under this clause (v);


 


(A)          to
the Class A Noteholders, for amounts due and unpaid on the Class A Notes for
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Class A Notes for such interest; and


 


(B)           to
the Swap Counterparties the amount of any Swap Termination Payments due to the
Swap Counterparty under the related Swap Agreement due to a Termination Event
or Event of Default (as defined in the related Swap Agreement) resulting from a
“Failure to Pay or Deliver” by the Trust under section 5(a)(i), a “Cross
Default” as applies to the Trust under section 5(a)(vi) or a “Bankruptcy” of
the Trust under Section 5(a)(vii) each of the related Swap Agreement; provided,
that if any amounts allocable to the Class A Notes are not needed to pay Class
A Noteholders’ Interest Distribution Amount as of such Distribution Date, such
amounts will be applied to pay the portion, if any, of any Swap Termination
Payments remaining unpaid;


 


(vi)          to the Class A
Noteholders, ratably, an amount sufficient to reduce their respective Class A
Note Balance to zero;


 


(vii)         to the Class B
Noteholders for amounts due and unpaid on the Class B Notes for interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Class B Notes for such interest;


 


(viii)        to Class B Noteholders, an
amount sufficient to reduce the Class B Note Balance to zero;


 


(ix)           to the Class C
Noteholders, for amounts due and unpaid on the Class C Notes for interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Class C Notes for such interest;


 


(x)            to the Class C
Noteholders, an amount sufficient to reduce the Class C Note Balance to
zero;


 


(xi)           to the Servicer, for
any unpaid Carryover Servicing Fees;


 


(xii)          to the Swap Counterparties,
the amount of any Swap Termination Payments due and payable by the Issuer to a
Swap Counterparty under the Swap Agreements and not payable in clause (v) or
(vi) above; and


 


27

















 


(xiii)         to the Excess
Distribution Certificateholder, any remaining funds.


 


The
Indenture Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section.  At
least 15 days before such record date, the Indenture Trustee shall mail to each
Noteholder and the Issuer a notice that states the record date, the payment date
and the amount to be paid.


 


Section
5.05.          Optional Preservation
of the Trust Student Loans.  If the
Notes have been declared to be due and payable under Section 5.02 following an
Event of Default and such declaration and its consequences have not been rescinded
and annulled, the Indenture Trustee may, but need not, elect to maintain
possession of the Indenture Trust Estate. 
It is the desire of the parties hereto and the Noteholders that there be
at all times sufficient funds for the payment of principal of and interest on
the Notes, and the Indenture Trustee shall take such desire into account when
determining whether or not to maintain possession of the Indenture Trust
Estate.  In determining whether to
maintain possession of the Indenture Trust Estate, the Indenture Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Indenture Trust Estate for
such purpose.


 


Section
5.06.          Limitation of Suits.  No Noteholder shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


 


(a)           such Noteholder has
previously given written notice to the Indenture Trustee of a continuing Event
of Default;


 


(b)           the Noteholders of not
less than 25% of the Outstanding Amount of the Controlling Notes have made
written request to the Indenture Trustee to institute such Proceeding in
respect of such Event of Default in its own name as Indenture Trustee
hereunder;


 


(c)           such Noteholder or
Noteholders have offered to the Indenture Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in complying with such
request;


 


(d)           the Indenture Trustee
for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute such Proceeding; and


 


(e)           no direction
inconsistent with such written request has been given to the Indenture Trustee
during such 60-day period by the Noteholders of a majority of the Outstanding
Amount of the Controlling Notes;


 


it being understood and intended that no one or more
Noteholders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this indenture to affect, disturb or prejudice
the rights of any other Noteholders or to obtain or to seek to obtain priority
or preference over any other Noteholders or to enforce any right under this
Indenture, except in the manner herein provided.


 


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In the
event the Indenture Trustee shall receive conflicting or inconsistent requests
and indemnity from two or more groups of Noteholders, each representing less
than a majority of the Outstanding Amount of the Notes, the Indenture Trustee
in its sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture.


 


Section
5.07.          Unconditional Rights
of Noteholders To Receive Principal and Interest.  Notwithstanding any other provisions in this
Indenture, any Noteholder shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest on such Note
on or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Noteholder.


 


Section
5.08.          Restoration of Rights
and Remedies.  If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or abandoned
for any reason or has been determined adversely to the Indenture Trustee or to
such Noteholder, then and in every such case the Issuer, the Indenture Trustee
and the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.


 


Section
5.09.          Rights and Remedies
Cumulative.  No right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


 


Section
5.10.          Delay or Omission Not
a Waiver.  No delay or omission of
the Indenture Trustee or any Noteholder to exercise any right or remedy
accruing upon any Default shall impair any such right or remedy or constitute a
waiver of any such Default or an acquiescence therein.  Every right and remedy given by this Article
V or by law to the Indenture Trustee or to the Noteholders may be exercised
from time to time, and as often as may be deemed expedient, by the Indenture Trustee
or by the Noteholders, as the case may be.


 


Section
5.11.          Control by
Noteholders.  The Noteholders of a
majority of the Outstanding Amount of the Controlling Notes shall have the
right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided,
that:


 


(a)           such direction shall
not be in conflict with any rule of law or with this Indenture;


 


(b)           subject to the express
terms of Section 5.04, any direction to the Indenture Trustee to sell or
liquidate the Indenture Trust Estate shall be by the Noteholders of not less
than 100% of the Outstanding Amount of the Controlling Notes;


 


29

















 


(c)           if the conditions set
forth in Section 5.05 have been satisfied and the Indenture Trustee elects to
retain the Indenture Trust Estate pursuant to such Section, then any direction
to the Indenture Trustee by Noteholders of less than 100% of the Outstanding
Amount of the Controlling Notes to sell or liquidate the Indenture Trust Estate
shall be of no force and effect; and


 


(d)           the Indenture Trustee
may take any other action deemed proper by the Indenture Trustee that is not
inconsistent with such direction;


 


provided, however, that
subject to Section 6.01, the Indenture Trustee need not take any action that it
determines might involve it in liability or might materially adversely affect
the rights of any Noteholders not consenting to such action.


 


Section
5.12.          Waiver of Past
Defaults.  Prior to the time a
judgment or decree for payment of money due has been obtained as described in
Section 5.02, the Noteholders of not less than a majority of the Outstanding
Amount of the Controlling Notes may waive any past Default and its consequences
except a Default (a) in payment when due of principal of or interest on any of
the Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of each Noteholder.  In the case of any such waiver, the Issuer,
the Indenture Trustee and the Noteholders shall be restored to their former
positions and rights hereunder, respectively: but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereto.


 


Upon
any such waiver, such Default shall cease to exist and be deemed to have been
cured and not to have occurred for every purpose of this Indenture: but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereto.


 


Section
5.13.          Undertaking for Costs.  All parties to this Indenture agree, and each
Noteholder by such Noteholder’s acceptance of any Note shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to (a) any suit instituted by the Indenture Trustee,
(b) any suit instituted by any Noteholder, or group of Noteholders, in each
case holding in the aggregate more than 10% of the Outstanding Amount of the
Notes or (c) any suit instituted by any Noteholder for the enforcement of the
payment of principal of or interest on any Note on or after the respective due
dates expressed in such Note and in this Indenture (or, in the case of
redemption, on or after the Redemption Date).


 


Section
5.14.          Waiver of Stay or
Extension Laws.  The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly


 


30

















 


waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


 


Section
5.15.          Action on Notes.  The Indenture Trustee’s right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture.  Neither the lien of
this Indenture nor any rights or remedies of the Indenture Trustee or the
Noteholders shall be impaired by the recovery of any judgment by the Indenture
Trustee against the Issuer or by the levy of any execution under such judgment
upon any portion of the Indenture Trust Estate or upon any of the assets of the
Issuer.  Any money or property collected
by the Indenture Trustee shall be applied in accordance with Section 5.04(b).


 


Section 5.16.          Performance
and Enforcement of Certain Obligations.


 


(a)           Promptly following a
request from the Indenture Trustee to do so and at the Administrator’s expense,
the Issuer shall take all such lawful action as the Indenture Trustee may request
to compel or secure the performance and observance by the Depositor, SLM
Education Credit Finance Corporation, the Administrator and the Servicer, as
applicable, of each of their respective obligations to the Issuer, whether
directly or by assignment, under or in connection with a Basic Document,
respectively, in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with a Basic Document, as the case may be, to the extent and
in the manner directed by the Indenture Trustee, including the transmission of
notices of default on the part of the Depositor, SLM Education Credit Finance
Corporation, the Administrator or the Servicer thereunder and the institution
of legal or administrative actions or proceedings to compel or secure
performance by the Depositor, SLM Education Credit Finance Corporation, the
Administrator or the Servicer of each of their obligations under a Basic
Document, respectively.


 


(b)           If an Event of Default
has occurred and is continuing, the Indenture Trustee may, and at the written
direction of the Noteholders of 66 2/3% of the
Controlling Outstanding Amount of the Notes shall, exercise all rights,
remedies, powers, privileges and claims of the Issuer against the Depositor,
SLM Education Credit Finance Corporation, the Administrator or the Servicer
under or in connection with a Basic Document, respectively, including the right
or power to take any action to compel or secure performance or observance by
the Depositor, SLM Education Credit Finance Corporation, the Administrator or
the Servicer of each of their obligations to the Issuer thereunder, whether
directly or by assignment, and to give any consent, request, notice, direction,
approval, extension or waiver under a Basic Document, respectively, and any
right of the Issuer to take such action shall be suspended.


 


ARTICLE VI


 


THE INDENTURE TRUSTEE


 


Section
6.01.          Duties of Indenture
Trustee.


 


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(a)           If an Event of Default
has occurred and is continuing, the Indenture Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.


 


(b)           Except during the
continuance of an Event of Default:


 


(i)            the Indenture Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Indenture Trustee; and


 


(ii)           in the absence of bad
faith on its part, the Indenture Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee and conforming to
the requirements of this Indenture; provided, however, that the
Indenture Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.


 


(c)           The Indenture Trustee
may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:


 


(i)            this clause (c) does
not limit the effect of clause (b) of this Section;


 


(ii)           the Indenture Trustee
shall not be liable for any error of judgment made in good faith by a
Responsible Officer unless it is proved that the Indenture Trustee was
negligent in ascertaining the pertinent facts; and


 


(iii)          the Indenture Trustee
shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with a direction of the Noteholders received by it
pursuant to this Indenture.


 


(d)           The Indenture Trustee
shall not be liable for interest on any money received by it except as the
Indenture Trustee may agree in writing with the Issuer.


 


(e)           Money held in trust by
the Indenture Trustee need not be segregated from other funds except to the
extent required by law or the terms of this Indenture or the other Basic
Documents.


 


(f)            No provision of this
Indenture shall require the Indenture Trustee to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if it shall have
reasonable grounds to believe that repayments of such funds or adequate
indemnity satisfactory to it against any loss, liability or expense is not
reasonably assured to it.


 


(g)           Except as expressly
provided in the Basic Documents, the Indenture 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.


 


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(h)           In the event that the
Indenture Trustee is the Paying Agent or the Note Registrar, the rights and
protections afforded to the Indenture Trustee pursuant to this Indenture shall
also be afforded to the Indenture Trustee in its capacity as Paying Agent or
Note Registrar.


 


(i)            Every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions
of this Section and to the provisions of the TIA.


 


(j)            The rights and
protections of the Indenture Trustee under Sections 6.01 and 6.02 shall apply
to each of the Basic Documents as though explicitly incorporated therein.


 


(k)           For so long as reports
are required to be filed with the Commission under the Exchange Act with
respect to the Issuer, on or before March 1st of each calendar year,
commencing in 2007, the Indenture Trustee shall deliver to the Issuer and the
Administrator a report (in form and substance reasonably satisfactory to the
Administrator, acting on behalf of the Issuer) regarding the Indenture Trustee’s
assessment of compliance with the Applicable Servicing Criteria during the
immediately preceding calendar year, as required under Rules 13a-18 and 15d-18
of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer
and signed by an authorized officer of the Indenture Trustee, and shall address
the Applicable Servicing Criteria specified on a certification substantially in
the form of Exhibit C attached hereto.


 


Section
6.02.          Rights of Indenture
Trustee.  (a)  The Indenture Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper Person.  The Indenture Trustee
need not investigate any fact or matter stated in such document.


 


(b)           Before the Indenture
Trustee acts or refrains from acting, it may require and shall be entitled to
receive an Officers’ Certificate of the Issuer and/or an Opinion of Counsel.  The Indenture Trustee may conclusively rely
on any such Opinion of Counsel or Officers’ Certificate and shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers’ Certificate or Opinion of Counsel.


 


(c)           The Indenture Trustee
may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian
or nominee, and the Indenture Trustee shall not be responsible for any
misconduct or negligence on the part of, or for the supervision of, any such
agent, attorney, custodian or nominee appointed with due care by it hereunder.


 


(d)           The Indenture Trustee
shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers; provided,
however, that the Indenture Trustee’s conduct does not constitute
willful misconduct, negligence or bad faith.


 


(e)           The Indenture Trustee
may consult with counsel, and the advice or opinion of counsel with respect to
legal matters relating to this Indenture and the Notes shall be full and
complete authorization and protection from liability in respect to any action
taken, omitted or suffered by it hereunder in good faith and in accordance with
the advice or opinion of such counsel.


 


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Section
6.03.          Individual Rights of
Indenture Trustee.  The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee.  Any Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights.  However, the Indenture Trustee must comply
with Sections 6.11 and 6.12.


 


Section
6.04.          Indenture Trustee’s
Disclaimer.  The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the
Issuer’s use of the proceeds from the Notes, and it shall not be responsible
for any statement of the Issuer in the Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture
Trustee’s certificate of authentication.


 


Section
6.05.          Notice of Defaults.  If a Default or a Servicer Default occurs and
is continuing and if it is either actually known to a Responsible Officer or
written notice of the existence thereof has been delivered to a Responsible
Officer of the Indenture Trustee, the Indenture Trustee shall mail notice of
the Default to each Noteholder within 90 days and to each Rating Agency as soon
as practicable within 30 days after it occurs. 
Except in the case of a Default in payment of principal of or interest
on any Note (including payments pursuant to the mandatory redemption provisions
of such Note), the Indenture Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.  Except as provided in the first sentence of
this Section 6.05, in no event shall the Indenture Trustee be deemed to have
knowledge of a Default, a Servicer Default or an Event of Default.


 


Section
6.06.          Reports by Indenture
Trustee to Noteholders.  The
Indenture Trustee shall deliver to each Noteholder (and to each Person who was
a Noteholder at any time during the applicable calendar year) such information
as may be required to enable such holder to prepare its Federal and state
income tax returns.  Within 60 days after
each December 31 beginning with the December 31 following the date of this
Indenture, the Indenture Trustee shall mail to each Noteholder a brief report
as of such December 31 that complies with TIA § 313(a) if required by said
section.  The Indenture Trustee shall
also comply with TIA § 313(b).  A copy of
each such report required pursuant to TIA § 313(a) or (b) shall, at the time of
such transaction to Noteholders, be filed by the Indenture Trustee with the
Commission and with each securities exchange, if any, upon which the Notes are
listed, provided that the Issuer has previously notified the Indenture Trustee
of such listing.


 


Section
6.07.          Compensation and
Indemnity.  The Issuer shall cause
the Depositor to pay to the Indenture Trustee reasonable compensation for its
services in accordance with a separate agreement between the Depositor and the
Indenture Trustee and shall cause the Depositor to reimburse the Indenture
Trustee for all reasonable out-of-pocket expenses including the reasonable
expenses and disbursements of its counsel incurred or made by it as provided in
such separate agreement.  The Indenture
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The Issuer
shall cause the Administrator to indemnify the Indenture Trustee and its
directors, officers, employees and agents against any and all losses, claims,
actions, suits, damages, liabilities, costs, penalties, taxes (excluding taxes
payable by it on any compensation received by it for its services as Indenture
Trustee) or


 


34

















 


expenses (including attorneys’ fees) incurred by it in connection with
the administration of this trust and the performance of its duties hereunder
and under the other Basic Documents.  The
Indenture Trustee shall notify the Issuer and the Administrator promptly of any
claim for which it may seek indemnity. 
Failure by the Indenture Trustee to so notify the Issuer and the
Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder and under the other Basic Documents.  The Issuer shall cause the Administrator to
defend the claim and the Administrator shall not be liable for the legal fees
and expenses of the Indenture Trustee after it has assumed such defense; provided,
however, that, in the event that there may be a conflict between the
positions of the Indenture Trustee and the Administrator in conducting the
defense of such claim, the Indenture Trustee shall be entitled to separate
counsel acceptable to it in its sole discretion the reasonable fees and
expenses of which shall be paid by the Administrator on behalf of the
Issuer.  Neither the Issuer nor the
Administrator need reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee’s own willful misconduct, negligence or bad faith.


 


The
Issuer’s payment obligations to the Indenture Trustee pursuant to this Section
shall survive the discharge of this Indenture or the earlier resignation and
removal of the Indenture Trustee.  When
the Indenture Trustee incurs expenses after the occurrence of a Default
specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses
are intended to constitute expenses of administration under Title 11 of the
United States Code or any other applicable Federal or state bankruptcy,
insolvency or similar law.


 


Section 6.08.          Replacement
of Indenture Trustee.  No resignation
or removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture
Trustee may resign at any time by so notifying the Issuer.  The Noteholders of at least a majority in
Outstanding Amount of the Controlling Notes may remove the Indenture Trustee by
so notifying the Indenture Trustee and may appoint a successor Indenture
Trustee.  The Issuer shall remove the
Indenture Trustee if:


 


(i)            the Indenture Trustee
fails to comply with Section 6.11;


 


(ii)           an Insolvency Event
occurs with respect to the Indenture Trustee;


 


(iii)          a receiver or other
public officer takes charge of the Indenture Trustee or its property; or


 


(iv)          the Indenture Trustee
otherwise becomes incapable of acting.


 


If the
Indenture Trustee resigns or is removed or if a vacancy exists in the office of
Indenture Trustee for any reason (the Indenture Trustee in such event being
referred to herein as the retiring Indenture Trustee), the Issuer shall
promptly appoint a successor Indenture Trustee.


 


A
successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer.  Thereupon the resignation or removal of the
retiring Indenture Trustee shall become effective, and the successor Indenture
Trustee shall have all the rights, powers and duties of the Indenture Trustee
under this Indenture.  The successor
Indenture


 


35

















 


Trustee shall mail a notice of its succession to
Noteholders.  The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.


 


If a
successor Indenture Trustee does not take office within 60 days after the
retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or the Noteholders of not less than a majority in
Outstanding Amount of the Controlling Notes may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.  The successor Indenture Trustee shall give
notice of its appointment as successor Indenture Trustee to the Rating
Agencies.


 


If the
Indenture Trustee fails to comply with Section 6.11, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.


 


Notwithstanding
the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s
and the Administrator’s obligations under Section 6.07 shall continue for the
benefit of the retiring Indenture Trustee.


 


Section
6.09.          Successor Indenture
Trustee by Merger.  If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee,
provided that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11. 
The Indenture Trustee shall provide prior written notice of any such
transaction to the Rating Agencies.


 


In
case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Notes so authenticated; and in case at that time any of the Notes shall not
have been authenticated, any successor to the Indenture Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Indenture Trustee shall
have.


 


Section
6.10.          Appointment of
Co-Trustee or Separate Trustee.  (a)  Notwithstanding any other provisions of this
Indenture, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Indenture Trust Estate may at the time be
located, the Indenture Trustee shall have the power and may execute and deliver
all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of
the Indenture Trust Estate, and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders, such title to the Indenture
Trust Estate, or any part hereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Indenture
Trustee may consider necessary or desirable. 
No such appointment shall relieve the Indenture Trustee of its
obligations hereunder.  No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee


 


36

















 


under Section 6.11 and no notice to Noteholders of the appointment of
any co-trustee or separate trustee shall be required under Section 6.08 hereof.


 


(b)           Every 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 Indenture Trustee shall be
conferred or imposed upon and exercised or performed by the Indenture 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
Indenture 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
Indenture 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 Indenture Trust Estate or any portion thereof in any
such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Indenture Trustee;


 


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


 


(iii)          the Indenture Trustee
may at any time accept the resignation of or remove any separate trustee or
co-trustee.


 


(c)           Any notice, request or
other writing given to the Indenture 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 Indenture and the
conditions of this Article VI.  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 Indenture Trustee or separately, as may be
provided therein, subject to all the provisions of this Indenture, specifically
including every provision of this Indenture relating to the conduct of, affecting
the liability of, or affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the
Indenture Trustee.


 


(d)           Any separate trustee or
co-trustee may at any time constitute the Indenture Trustee, 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 Indenture on its behalf
and in its name.  If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


Section
6.11.          Eligibility;
Disqualification.  (a)  The Indenture Trustee shall at all times
satisfy the requirements of TIA § 310(a) and the requirements of Rule 3a-7(a)(4)(i)
of the General Rules and Regulations under the Investment Company Act of 1940,
as amended.  The Indenture Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition and it shall have a long-term
senior


 


37

















 


unsecured debt rating of not less than investment grade by each of the
Rating Agencies.  The Indenture Trustee
shall comply with TIA § 310(b), including the optional provision permitted by
the second sentence of TIA § 310(b)(9); provided, however, that
there shall be excluded from the operation of TIA § 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 


(b)           Within ninety (90) days
after ascertaining the occurrence of an Event of Default which shall not have
been cured or waived, unless authorized by the TIA or the Commission, the
Indenture Trustee shall resign with respect to the Class A Notes, the Class B
Notes and/or the Class C Notes in accordance with Section 6.08 of this Indenture,
and the Issuer shall appoint a successor Indenture Trustee for two or all of
such Classes, as applicable, so that there will be separate Indenture Trustees
for the Class A Notes, the Class B Notes and the Class C Notes.  In the event the Indenture Trustee fails to
comply with the terms of the preceding sentence, the Indenture Trustee shall
comply with clauses (ii) and (iii) of TIA § 310(b).


 


(c)           In the case of the
appointment hereunder of a successor Indenture Trustee with respect to any
Class of Notes pursuant to this Section 6.11, the Issuer, the retiring
Indenture Trustee and the successor Indenture Trustee with respect to such
Class of Notes shall execute and deliver an indenture supplemental hereto
wherein each successor Indenture Trustee shall accept such appointment and
which (i) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, the successor Indenture Trustee all
the rights, powers, trusts and duties of the retiring Indenture Trustee with
respect to the Notes of the Class to which the appointment of such successor
Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not
retiring with respect to all Classes of Notes, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Indenture Trustee with respect to the Notes
of each Class as to which the retiring Indenture Trustee is not retiring shall
continue to be vested in the Indenture Trustee and (iii) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same trust and that each such Indenture Trustee shall be a trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Indenture Trustee; and upon the removal of the
retiring Indenture Trustee shall become effective to the extent provided
herein.


 


Section
6.12.          Preferential
Collection of Claims Against Issuer. 
The Indenture Trustee shall comply with TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). 
An Indenture Trustee who has resigned or been removed shall be subject
to TIA § 311(a) to the extent indicated.


 


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ARTICLE VII


 


NOTEHOLDERS’ LISTS AND REPORTS


 


Section
7.01.          Issuer to Furnish
Indenture Trustee Names and Addresses of Noteholders.  The Issuer will furnish or cause to be
furnished to the Indenture Trustee (a) not more than five days after the
earlier of (i) each Record Date and (ii) three months after the last Record
Date, a list, in such form as the Indenture Trustee may reasonably require, of
the names and addresses of the Noteholders as of such Record Date, (b) at such
other times as the Indenture Trustee may request in writing, within 30 days
after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Indenture
Trustee is the Note Registrar, no such list shall be required to be furnished.


 


Section
7.02.          Preservation of
Information; Communications to Noteholders.    The Indenture Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of the
Noteholders contained in the most recent list furnished to the Indenture
Trustee as provided in Section 7.01 and the names and addresses of Noteholders
received by the Indenture Trustee in its capacity as Note Registrar.  The Indenture Trustee may destroy any list furnished
to it as provided in such Section 7.01 upon receipt of a new list so furnished.


 


(a)           Noteholders may
communicate pursuant to TIA § 312(b) with other Noteholders with respect to
their rights under this Indenture or under the Notes.  Upon receipt by the Indenture Trustee of any
request by three or more Noteholders or by one or more holders of Notes
evidencing not less than 25% of the Outstanding Amount of the Notes to receive
a copy of the current list of Noteholders (whether or not made pursuant to TIA
§ 312(b)), the Indenture Trustee shall promptly notify the Administrator
thereof by providing to the Administrator a copy of such request and a copy of
the list of Noteholders produced in response thereto.


 


(b)           The Issuer, the
Indenture Trustee and the Note Registrar shall have the protection of TIA §
312(c).


 


(c)           On each Distribution
Date, the Indenture Trustee shall provide to each Noteholder of record as of
the related Record Date the information provided by the Administrator to the
Indenture Trustee on the related Determination Date pursuant to Section 2.09 of
the Administration Agreement.  The
Indenture Trustee shall make such information available on its website at
http://www.jpmorgan.com/absmbs.  In
connection with any electronic transmissions of information, including without
limitation, the use of electronic mail or internet or intranet web sites, the
systems used in such transmissions are not fully tested by the Indenture
Trustee and may not be completely reliable as to stability, robustness and
accuracy.  Accordingly, the parties
hereto acknowledge and agree that information electronically transmitted as
described herein may not be relied upon as timely, accurate or complete and
that the Indenture Trustee shall have no liability hereunder in connection with
such information transmitted electronically. 
The parties hereto further acknowledge that any systems, software or
hardware utilized in posting or retrieving any such information is utilized on
an “as is” basis without representation or warranty as to the intended uses of
such systems, software or hardware.  The
Indenture Trustee makes no representation or warranty that the systems and the
related software used in connection with the


 


39

















 


electronic
transmission of information are free and clear of threats known as software and
hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other
malicious computer instructions, intentional devices or techniques which may
cause a component or system to become erased, damaged, inoperable, or otherwise
incapable of being used in the manner to which it is intended, or which would
permit unauthorized access thereto.  In
the event such web site is not available, the Indenture Trustee shall use reasonable
efforts to distribute such information in a timely manner to the intended
recipients.


 


(d)           The Indenture Trustee
shall furnish to the Noteholders promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Indenture Trustee under the Basic Documents. 
The Indenture Trustee shall furnish to the Noteholders promptly upon
receipt thereof from the Trustee notice of any amendment of the Administration
Agreement pursuant to Section 8.05 of the Administration Agreement.


 


Section
7.03.          Reports by Issuer.  (a) 
The Issuer shall:


 


(i)            file with the
Indenture Trustee, within 15 days after the Issuer is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Issuer may be required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act;


 


(ii)           file with the Indenture
Trustee and file with the Commission in accordance with rules and regulations
prescribed from time to time by the Commission such additional information,
documents and reports with respect to compliance by the Issuer with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations; and


 


(iii)          supply to the Indenture
Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders
described in TIA § 313(c)) such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of
this Section 7.03(a) as may be required by rules and regulations prescribed
from time to time by the Commission.


 


(b)           Unless the Issuer
otherwise determines, the fiscal year of the Issuer shall end on December 31 of
each year.


 


ARTICLE VIII


 


ACCOUNTS, DISBURSEMENTS AND RELEASES


 


Section
8.01.          Collection of Money.  Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other


 


40

















 


property payable to or receivable by the Indenture Trustee pursuant to
this Indenture.  The Indenture Trustee
shall apply all such money received by it on behalf of Noteholders or the Trust
pursuant to the Administration Agreement as provided in this Indenture.  Except as otherwise expressly provided in
this Indenture, if any default occurs in the making of any payment or
performance under any agreement or instrument that is part of the Indenture
Trust Estate, the Indenture Trustee may take such action as may be appropriate
to enforce such payment or performance, including the institution and
prosecution of appropriate Proceedings. 
Any such action shall be without prejudice to any right to claim a Default
under this Indenture and any right to proceed thereafter as provided in Article
V.


 


Section
8.02.          Trust Accounts.  (a)  On
or prior to the Closing Date, the Issuer shall cause the Administrator to
establish and maintain, in the name of the Indenture Trustee, for the benefit
of the Noteholders and the Certificateholders, the Trust Accounts as provided
in Section 2.03 of the Administration Agreement.


 


(b)           On or before the
Business Day preceding each Distribution Date, all Available Funds with respect
to the preceding Collection Period will be deposited in the Collection Account
as provided in Section 2.04 of the Administration Agreement.  On or before each Distribution Date, the
Indenture Trustee (or any other Paying Agent) shall make the deposits and distributions
as provided in Sections 2.07, 2.08(a), (b) and (c) of the Administration
Agreement (except as otherwise provided in Section 5.02 or
Section 5.04(b)).


 


Section
8.03.          General Provisions
Regarding Accounts.  (a)  So long as no Default shall have occurred and
be continuing, all or a portion of the funds in the Trust Accounts shall be
invested in Eligible Investments and reinvested by the Indenture Trustee upon
Issuer Order, subject to the provisions of Section 2.03(b) of the
Administration Agreement.  All income or
other gain from investments of moneys deposited in the Trust Accounts shall be
deposited by the Indenture Trustee in the Collection Account, and any loss
resulting from such investments shall be charged to such Trust Account.  The Issuer will not direct the Indenture
Trustee to make any investment of any funds or to sell any investment held in
any of the Trust Accounts unless the security interest granted and perfected in
such account will continue to be perfected in such investment or the proceeds
of such sale. In either case, without any further action by any Person, and, in
connection with any direction to the Indenture Trustee to make any such
investment or sale, if requested by the Indenture Trustee, the Issuer shall
deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.


 


(b)           Subject to Section
6.01(c), the Indenture Trustee shall not in any way be held liable for the
selection of Eligible Investments or by reason of any insufficiency in any of
the Trust Accounts resulting from any loss on any Eligible Investment included
therein except for losses attributable to the Indenture Trustee’s failure to
make payments on such Eligible Investments issued by the Indenture Trustee, in
its commercial capacity as principal obligor and not as trustee, in accordance
with their terms.  [The Indenture Trustee
shall have no liability in respect of losses incurred as a result of the
liquidation of any investment prior to its stated maturity or the failure of
the Issuer to provide timely written investment direction.](1)


 










(1)  Deleted in later transactions.


 


41





















 


(c)           If (i) the Issuer shall
have failed to give investment directions for any funds on deposit in the Trust
Accounts to the Indenture Trustee by 10:00 a.m. Eastern Time (or such other
time as may be agreed by the Issuer and Indenture Trustee) on any Business Day;
or (ii) a Default shall have occurred and be continuing with respect to the
Notes but the Notes shall not have been declared due and payable pursuant to
Section 5.02, or, if such Notes shall have been declared due and payable
following an Event of Default, amounts collected or receivable from the
Indenture Trust Estate are being applied in accordance with Section 5.05 as if
there had not been such a declaration; then the Indenture Trustee shall invest
and reinvest funds in the Trust Accounts in the Eligible Investments described
in clause (d) of the definition thereof.


 


Section
8.04.          Release of Indenture
Trust Estate.  (a)  Subject to the payment of its fees and
expenses pursuant to Section 6.07, the Indenture Trustee may, and when required
by the provisions of this Indenture shall, execute instruments to release
property from the lien of this Indenture, or convey the Indenture Trustee’s
interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture.  No party relying upon an instrument executed
by the Indenture Trustee as provided in this Article VIII shall be bound to
ascertain the Indenture Trustee’s authority, inquire into the satisfaction of
any conditions precedent or see to the application of any moneys.


 


(b)           The
Indenture Trustee shall, at such time as there are no Notes Outstanding and all
sums due the Indenture Trustee pursuant to Section 6.07 have been paid, release
any remaining portion of the Indenture Trust Estate that secured the Notes from
the lien of this Indenture and release to the Issuer or any other Person
entitled thereto any funds then on deposit in the Trust Accounts.  The Indenture Trustee shall release property
from the lien of this Indenture pursuant to this Section 8.04(b) only upon
receipt of an Issuer Request accompanied by an Officers’ Certificate of the Issuer,
an Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements
of Section 11.01.


 


(c)           Each
Noteholder, by the acceptance of a Note, acknowledges that from time to time
the Indenture Trustee shall release the lien of this Indenture on any Trust
Student Loan to be sold to (i) the Depositor in accordance with Article VI of
the Sale Agreement, (i) to VG Funding in accordance with Article VI of the VG
Funding Purchase Agreement or (iii) to SLM ECFC in accordance with Article VI
of the SLM ECFC Purchase Agreement, and (iv) the Servicer in accordance with
Section 3.05 of the Servicing Agreement and each Noteholder, by the acceptance
of a Note, consents to any such release.


 


Section
8.05.          Opinion of Counsel.  The Indenture Trustee shall receive at least
seven days’ notice when requested by the Issuer to take any action pursuant to
Section 8.04(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require, except in connection with any action
contemplated by Section 8.04(c), as a condition to such action, an Opinion of
Counsel, in form and substance satisfactory to the Indenture Trustee, stating
the legal effect of any such action, outlining the steps required to complete
the same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however,
that such Opinion of Counsel shall not be required to express an opinion as to
the fair value of the


 


42

















 


Indenture Trust Estate.  Counsel
rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to the
Indenture Trustee in connection with any such action.


 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


Section
9.01.          Supplemental
Indentures Without Consent of Noteholders. 
(a)  Without the consent of any
Noteholders but with prior notice to the Rating Agencies, the Issuer and the
Indenture Trustee, when authorized by an Issuer Order, at any time and from
time to time, may enter into one or more indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the
date of the execution thereof), in form satisfactory to the Indenture Trustee,
for any of the following purposes:


 


(i)            to
correct or amplify the description of any property at any time subject to the
lien of this Indenture, or better to assure, convey and confirm unto the
Indenture Trustee any property subject or required to be subjected to the lien
of this Indenture, or to subject to the lien of this Indenture additional
property;


 


(ii)           to
evidence the succession, in compliance with the applicable provisions hereof,
of another person to the Issuer, and the assumption by any such successor of
the covenants of the Issuer herein and in the Notes contained;


 


(iii)          to
add to the covenants of the Issuer, for the benefit of the Noteholders, or to
surrender any right or power herein conferred upon the Issuer;


 


(iv)          to
convey, transfer, assign, mortgage or pledge any property to the Indenture
Trustee;


 


(v)           to
cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision
herein or in any supplemental indenture or to make any other provisions with
respect to matters or questions arising under this Indenture or in any
supplemental indenture; provided, that such action shall not materially
adversely affect the interests of the Noteholders;


 


(vi)          to
evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the
provisions of this Indenture as shall be necessary to facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to
the requirements of Article VI; or


 


(vii)         to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the TIA
or under any similar Federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly required by the TIA.


 


43

















 


The
Indenture Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.


 


(b)           The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also
without the consent of any of the Noteholders but with prior notice to the
Rating Agencies, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Noteholders under this Indenture; 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.


 


Section
9.02.          Supplemental
Indentures With Consent of Noteholders. 
The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, also may, with prior notice to the Rating Agencies and with the consent
of the Noteholders of not less than a majority of the Outstanding Amount of the
Notes, by Act of such Noteholders delivered to the Issuer and the Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Noteholders under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the
Noteholder of each Outstanding Note affected thereby:


 


(i)            change
the date of payment of any installment of principal of or interest on any Note,
or reduce the principal amount thereof, the interest rate thereon or the
Redemption Price with respect thereto, change the provisions of this Indenture
relating to the application of collections on, or the proceeds of the sale of,
the Indenture Trust Estate to payment of principal of or interest on the Notes,
or change any place of payment where, or the coin or currency in which, any
Note or the interest thereon is payable, or impair the right to institute suit
for the enforcement of the provisions of this Indenture requiring the
application of funds available therefor, as provided in Article V, to the
payment of any such amount due on the Notes on or after the respective due
dates thereof (or, in the case of redemption, on or after the Redemption Date);


 


(ii)           reduce
the percentage of the Outstanding Amount of the Notes, the consent of the
Noteholders of which is required for any such supplemental indenture, or the
consent of the Noteholders of which is required for any waiver of compliance
with certain provisions of this Indenture or certain defaults hereunder and
their consequences provided for in this Indenture;


 


(iii)          modify
or alter the provisions of the proviso to the definition of the term “Outstanding”;


 


(iv)          reduce
the percentage of the Outstanding Amount of the Notes required to direct the
Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust
Estate pursuant to Section 5.04;


 


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(v)           modify
any provision of this Section except to increase any percentage specified
herein or to provide that certain additional provisions of this Indenture or
the other Basic Documents cannot be modified or waived without the consent of
the Noteholder of each Outstanding Note affected thereby;


 


(vi)          modify
any of the provisions of this Indenture in such manner as to affect the
calculation of the amount of any payment of interest or principal due on any
Note on any Distribution Date (including the calculation of any of the
individual components of such calculation) or to affect the rights of the
Noteholders to the benefit of any provisions for the mandatory redemption of
the Notes contained herein; or


 


(vii)         permit
the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Indenture Trust Estate or, except as
otherwise permitted or contemplated herein, terminate the lien of this
Indenture on any property at any time subject hereto or deprive any Noteholder
of any Note of the security provided by the lien of this Indenture.


 


It shall not be
necessary for any Act of Noteholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.


 


Promptly after the
execution by the Issuer and the Indenture Trustee of any supplemental indenture
pursuant to this Section, the Indenture Trustee shall mail to the Noteholders
of the Notes to which such amendment or supplemental indenture relates a notice
setting forth in general terms the substance of such supplemental
indenture.  Any failure of the Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.


 


Section
9.03.          Execution of
Supplemental Indentures.  In
executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby of the
trusts created by this Indenture, the Indenture Trustee shall be entitled to
receive, and subject to Sections 6.01 and 6.02, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee’s own rights, duties, liabilities or immunities under this
Indenture or otherwise.


 


Section
9.04.          Effect of
Supplemental Indenture.  Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities
under this Indenture of the Indenture Trustee, the Issuer and the Noteholders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.


 


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Section
9.05.          Conformity with Trust
Indenture Act.  Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.


 


Section
9.06.          Reference in Notes to
Supplemental Indentures.  Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee
shall, bear a notation in form approved by the Indenture Trustee as to any
matter provided for in such supplemental indenture.  If the Issuer or the Indenture Trustee shall
so determine, new Notes so modified as to conform, in the opinion of the
Indenture Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


 


ARTICLE X


 


REDEMPTION OF NOTES


 


Section
10.01.        Redemption.   The Indenture Trustee shall, upon receipt of
written notice from the Servicer pursuant to Section 6.01 of the Administration
Agreement, give prompt written notice to the Noteholders of the occurrence of
such event.  In the event that the assets
of the Trust are sold pursuant to Section 6.01 of the Administration Agreement,
that portion of the amounts on deposit in the Trust Accounts to be distributed
to the Noteholders shall be paid to the Noteholders up to the Outstanding
Amount of the Notes and all accrued and unpaid interest thereon as provided in
Sections 2.07 and 2.08 of the Administration Agreement.  If amounts are to be paid to Noteholders
pursuant to this Section 10.01, the notice of such event from the Indenture
Trustee to the Noteholders shall include notice of the redemption of Notes by
application of such amounts on the next Distribution Date which is not sooner
than 15 days after the date of such notice (the “Redemption Date”), whereupon
all such amounts shall be payable on the Redemption Date.


 


Section
10.02.        Form of Redemption
Notice.  Notice of redemption under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile, mailed or transmitted on or prior to the
applicable Redemption Date to each Noteholder, as of the close of business on
the Record Date preceding the applicable Redemption Date, at such Noteholder’s
address or facsimile number appearing in the Note Register.


 


All
notices of redemption shall state:


 


(i)            the Redemption Date;


 


(ii)           the Redemption Price;
and


 


(iii)          the place where such
Notes are to be surrendered for payment of the Redemption Price (which shall be
the office or agency of the Issuer to be maintained as provided in Section
3.02).


 


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Notice
of redemption of the Notes shall be given by the Indenture Trustee in the name
and at the expense of the Issuer. 
Failure to give notice of redemption, or any defect therein, to any
Noteholder of any Note shall not impair or affect the validity of the
redemption of any other Note.


 


Section
10.03.        Notes Payable on
Redemption Date.  The Notes or
portions thereof to be redeemed shall on the Redemption Date become due and
payable at the Redemption Price and (unless the Issuer shall default in the
payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Redemption Price.


 


ARTICLE XI


 


MISCELLANEOUS


 


Section
11.01.        Compliance Certificates
and Opinions, etc.  Upon any
application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee and the Rating Agencies (i) an Officers’ Certificate of the
Issuer stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with, (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with and (iii) (if required by
the TIA) an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section, except that, in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.


 


(a)           Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this indenture shall include:


 


(i)            a statement that each
signatory of such certificate or opinion has read or has caused to be read such
covenant or condition and the definitions herein relating thereto;


 


(ii)           a brief statement as to
the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based;


 


(iii)          a statement that, in the
opinion of each such signatory, such signatory has made such examination or
investigation as is necessary to enable such signatory to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and


 


(iv)          a statement as to
whether, in the opinion of each such signatory, such condition or covenant has
been complied with.


 


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(b)           (i)  Prior to the deposit of any Collateral or
other property or securities with the Indenture Trustee that is to be made the
basis for the release of any property or securities subject to the lien of this
Indenture, the Issuer shall, in addition to any obligation imposed in Section
11.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee and
the Rating Agencies an Officers’ Certificate of the Issuer certifying or
stating the opinion of each person signing such certificate as to the fair
value (within 90 days of such deposit) to the Issuer of the Collateral or other
property or securities to be so deposited.


 


(ii)           Whenever the Issuer is
required to furnish to the Indenture Trustee and the Rating Agencies an
Officers’ Certificate of the Issuer certifying or stating the opinion of any
signer thereof as to the matters described in clause (i) above, the Issuer
shall also deliver to the Indenture Trustee an Independent Certificate as to
the same matters, if the fair value to the Issuer of the securities to be so
deposited and of all other such securities made the basis of any such
withdrawal or release since the commencement of the then-current fiscal year of
the Issuer, as set forth in the certificates delivered pursuant to clause (i)
above and this clause (ii), is 10% or more of the Outstanding Amount of the
Notes, but such a certificate need not be furnished with respect to any
securities so deposited, if the fair value thereof to the Issuer as set forth
in the related Officers’ Certificate is less than $25,000 or less than one
percent of the Outstanding Amount of the Notes.


 


(iii)          Other than any property
released as contemplated by clause (v) below, whenever any property or
securities are to be released from the lien of this Indenture, the Issuer shall
also furnish to the Indenture Trustee an Officers’ Certificate of the Issuer
certifying or stating the opinion of each person signing such certificate as to
the fair value (within 90 days of such release) of the property or securities
proposed to be released and stating that in the opinion of such person the
proposed release will not impair the security under this Indenture in
contravention of the provisions hereof.


 


(iv)          Whenever the Issuer is
required to furnish to the Indenture Trustee an Officers’ Certificate of the
Issuer certifying or stating the opinion of any signer thereof as to the
matters described in clause (iii) above, the Issuer shall also furnish to the
Indenture Trustee an Independent Certificate as to the same matters if the fair
value of the property or securities and of all other property, other than
property as contemplated by clause (v) below, or securities released from the
lien of this Indenture since the commencement of the then-current calendar
year, as set forth in the certificates required by clause (iii) above and this
clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but
such certificate need not be furnished in the case of any release of property
or securities if the fair value thereof as set forth in the related Officers’
Certificate is less than $25,000 or less than one percent of the then
Outstanding Amount of the Notes.


 


(v)           Notwithstanding Section
2.09 or any other provision of this Section, the Issuer may, without compliance
with the requirements of the other provisions of this Section, (A) collect,
liquidate, sell or otherwise dispose of Trust Student Loans as and to the
extent permitted or required by the Basic Documents, (B) make cash payments out
of the Trust Accounts as and to the extent permitted or required by the Basic
Documents and (C) convey to the Depositor, the Servicer or another eligible
lender those specified Trust Student Loans as and to the extent permitted or
required by and in accordance with


 


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Section 8.04(c) hereof and Section 6.01 of the Sale
Agreement, Section 3.05 of the Servicing Agreement or Section 3.11(d) of the
Servicing Agreement, respectively, so long as the Issuer shall deliver to the
Indenture Trustee every six months, commencing December 31, 2006, an Officers’
Certificate of the Issuer stating that all the dispositions of Collateral
described in clauses (A), (B) or (C) above that occurred during the immediately
preceding six calendar months were in the ordinary course of the Issuer’s
business and that the proceeds thereof were applied in accordance with the
Basic Documents.


 


Section
11.02.        Form of Documents
Delivered to Indenture Trustee.   In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters, and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


Any
certificate or opinion of an Authorized Officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Servicer, the Depositor, the Issuer or the
Administrator, stating that the information with respect to such factual
matters is in the possession of the Servicer, the Depositor, the Issuer or the
Administrator, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.


 


Where
any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one
instrument.


 


Whenever
in this Indenture, in connection with any application or certificate or report
to the Indenture Trustee, it is provided that the Issuer shall deliver any
document as a condition of the granting of such application, or as evidence of
the Issuer’s compliance with any term hereof, it is intended that the truth and
accuracy, at the time of the granting of such application or at the effective
date of such certificate or report (as the case may be), of the facts and
opinions stated in such document shall in such case be conditions precedent to
the right of the Issuer to have such application granted or to the sufficiency
of such certificate or report.  The
foregoing shall not, however, be construed to affect the Indenture Trustee’s
right to rely upon the truth and accuracy of any statement or opinion contained
in any such document as provided in Article VI.


 


Section
11.03.        Acts of Noteholders.  (a) 
Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Noteholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Noteholders in person or by agents duly appointed
in writing; and


 


49

















 


except as herein otherwise expressly provided such action shall become
effective when such instrument or instruments are delivered to the Indenture
Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Noteholders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 6.01) conclusive in favor of the
Indenture Trustee and the Issuer, if made in the manner provided in this
Section.


 


(b)           The fact and date of
the execution by any person of any such instrument or writing may be proved in
any manner that the Indenture Trustee deems sufficient.


 


(c)           The ownership of Notes
shall be proved by the Note Register.


 


(d)           Any request, demand,
authorization, direction, notice, consent, waiver or other action by any
Noteholder shall bind the Noteholder of every Note issued upon registration of
transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, omitted or suffered to be done by the Indenture Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon
such Note.


 


Section
11.04.        Notices, etc., to
Indenture Trustee, Issuer and Rating Agencies.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders or other documents
provided or permitted by this Indenture shall be in writing and if such
request, demand, authorization, direction, notice, consent, waiver or Act of
Noteholders is to be made upon, given or furnished to or filed with:


 


(a)           The Indenture Trustee
by any Noteholder, the Servicer, the Administrator or by the Issuer shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Indenture Trustee at its Corporate Trust Office with a
copy to the Trustee at its Corporate Trust Office, or


 


(b)           The Issuer by the
Indenture Trustee or by any Noteholder shall be sufficient for every purpose
hereunder if in writing and mailed, first-class, postage prepaid, to the Issuer
addressed to: SLM Private Credit Student Loan Trust 2006-A, in care of the
Trustee, Christiana Center/OPS4, 500 Stanton Christiana Road, Newark, Delaware
19713, Attention:  Corporate Trust
Department; with copies to JPMorgan Chase Bank, National Association, 4 New York
Plaza, New York, New York 10004, Attention: 
Structured Finance Services; SLM Private Credit Student Loan Trust 2006-A,
12061 Bluemont Way, V3419, Reston, Virginia 20190, Attention: Director,
Corporate Finance Operations, or any other address previously furnished in
writing to the Indenture Trustee by the Issuer or the Administrator. The Issuer
shall promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.


 


Notices
required to be given to the Rating Agencies by the Issuer, the Indenture
Trustee or the Trustee shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, to (i) in the case of Moody’s, at the
following address:  ABS Monitoring
Department, 99 Church Street, New York, New York 10007, (ii) in the case of
Standard & Poor’s, at the following address:  55 Water Street, New York, New York
10041-0003, Attention: Asset Backed


 


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Surveillance Department, 32nd Floor, and (iii) in the
case of Fitch, at the following address: One State Street Plaza, New York, New
York 10004, Attention Municipal Structured Finance Group; or as to each of the
foregoing, at such other address as shall be designated by written notice to
the other parties.


 


Section
11.05.        Notices to Noteholders;
Waiver.  Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice.  In any case where notice
to Noteholders is given by mail, neither the failure to mail such notice nor
any defect in any notice so mailed to any particular Noteholder shall affect
the sufficiency of such notice with respect to other Noteholders, and any
notice that is mailed in the manner herein provided shall conclusively be
presumed to have been duly given.


 


Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by any Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be
filed with the Indenture Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such a waiver.


 


In
case, by reason of the suspension of regular mail service as a result of a
strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Noteholders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Indenture Trustee shall be deemed to be
a sufficient giving of such notice.


 


Where
this Indenture provides for notice to the Rating Agencies, failure to give such
notice shall not affect any other rights or obligations created hereunder, and
shall not under any circumstance constitute a Default.


 


Section
11.06.        Alternate Payment and
Notice Provisions.  Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Noteholder providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such
Noteholder, that is different from the methods provided for in this Indenture
for such payments or notices.  The Issuer
will furnish to the Indenture Trustee a copy of each such agreement and the
Indenture Trustee will cause payments to be made and notices to be given in
accordance with such agreements.


 


Section
11.07.        Conflict with Trust
Indenture Act.  If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.


 


The
provisions of TIA §§ 310 through 317 that impose duties on any Person
(including the provisions automatically deemed included herein unless expressly
excluded by this Indenture) are a part of and govern this Indenture, whether or
not physically contained herein.


 


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Section
11.08.        Effect of Headings and
Table of Contents.  The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.


 


Section
11.09.        Successors and Assigns.  All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successor and assigns,
whether so expressed or not.  All
agreements of the Indenture Trustee in this Indenture shall bind the
successors, co-trustees and agents (excluding any legal representatives or
accountants) of the Indenture Trustee.


 


Section
11.10.        Separability.  In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


Section
11.11.        Benefits of Indenture.  Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, the Noteholders, any other party secured hereunder,
and any other Person with an ownership interest in any part of the Indenture
Trust Estate, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


 


Section
11.12.        Legal Holidays.  In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.


 


Section
11.13.        GOVERNING LAW.  THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN §5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


Section
11.14.        Counterparts.  This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.


 


Section
11.15.        Recording of Indenture.  If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by
the Issuer and at its expense accompanied by an Opinion of Counsel (which may
be counsel to the Indenture Trustee or any other counsel reasonably acceptable
to the Indenture Trustee) to the effect that such recording is necessary either
for the protection of the Noteholders or any other Person secured hereunder or
for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.


 


Section
11.16.        Trust Obligations.  No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Depositor, the
Administrator, the Servicer, the Trustee or the Indenture Trustee on the Notes
or under this Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee or the
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of the Indenture Trustee or the Trustee in


 


52

















 


its individual capacity, any holder or owner of a beneficial interest
in the Issuer, the Trustee or the Indenture Trustee or of any successor or
assign thereof in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the
Trustee have no such obligations in their individual capacity) and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity.  For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Trustee shall be subject to, and entitled to the benefits of,
the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.


 


Section
11.17.        No Petition.  The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they shall not at any time institute against the Depositor or the Issuer,
or join in any institution against the Depositor or the Issuer 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 Indenture or any of the other Basic Documents.  The foregoing shall not limit the rights of
the Indenture Trustee to file any claim in, or otherwise take any action with
respect to, any insolvency proceeding that was instituted against the Issuer by
any Person other than the Indenture Trustee.


 


Section
11.18.        Inspection.  The Issuer agrees that, on reasonable prior
notice, it shall permit any representative of the Indenture Trustee, during the
Issuer’s normal business hours, to examine all the books of account, records,
reports, and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s
officers, employees, and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested.  The Indenture Trustee shall and shall cause
its representatives to hold in confidence all such information obtained from
such examination or inspection except to the extent disclosure may be required
by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.


 


ARTICLE XII


 


COMPLIANCE WITH REGULATION AB


 


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


 


53

















 


The Trustee and the
Administrator, on behalf of the Issuer, shall not exercise their 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
Administrator, on behalf of the Issuer, 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 shall cooperate fully with the Administrator, on behalf
of the Issuer, to deliver to the Administrator, on behalf of the Issuer
(including any of its assignees or designees), any and all statements, reports,
certifications, records, attestation, and any other information necessary in
the good faith determination of the Administrator, on behalf of the Issuer, to
permit the Administrator, on behalf of the Issuer, to comply with the
provisions of Regulation AB, together with such disclosures relating to the
Indenture Trustee or the servicing of the Trust Student Loans, reasonably
believed by the Administrator, on behalf of the Issuer, to be necessary in
order to effect such compliance.


 


54

















 


IN
WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Indenture to be duly executed by their respective officers, thereunto duly
authorized and duly attested, all as of the day and year first above written.


 


	
   

  	
  SLM PRIVATE
  CREDIT STUDENT LOAN

  TRUST 2006-A

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE
  BANK, NATIONAL

  ASSOCIATION, not in its individual capacity but

  solely as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ JAMES P. BOWDEN

  	
   

  
	
   

  	
  Name:

  	
   

  	
  James P. Bowden

  
	
   

  	
  Title:

  	
   

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
							



 


55

















 


APPENDIX A-1


 


DEFINITIONS AND USAGE

2006-A


 


Usage


 


The following
rules of construction and usage shall be applicable to any instrument that is
governed by this appendix (this “Appendix”):


 


(a)           All
terms defined in this Appendix shall have the defined meanings when used in any
instrument governed hereby and in any certificate or other document made or
delivered pursuant thereto unless otherwise defined therein.


 


(b)           As
used herein, in any instrument governed hereby and in any certificate or other
document made or delivered pursuant thereto, accounting terms not defined in
this Appendix or in any such instrument, certificate or other document, and
accounting terms partly defined in this Appendix or in any such instrument,
certificate or other document, to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles as in effect on the date of such instrument.  To the extent that the definitions of
accounting terms in this Appendix or in any such instrument, certificate or
other document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Appendix or
in any such instrument, certificate or other document shall control.


 


(c)           The
words “hereof,” “herein,” “hereunder” and words of similar import when used in
an instrument refer to such instrument as a whole and not to any particular
provision or subdivision thereof; references in an instrument to “Article,” “Section”
or another subdivision or to an attachment are, unless the context otherwise
requires, to an article, section or subdivision of or an attachment to such
instrument; and the term “including” means “including without limitation.”


 


(d)           The
definitions contained in this Appendix are equally applicable to both the
singular and plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.


 


(e)           Any
agreement, instrument or statute defined or referred to below or any agreement
or instrument that is governed by this Appendix means such agreement or
instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by assignment, assumption,
waiver or consent and (in the case of statutes) by succession of comparable
successor statutes and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated
therein.  References to a Person are also
to its permitted successors and assigns.


 


(f)            All
dollar amounts calculated hereunder shall be rounded to the nearest penny with
one half of one cent being rounded up to the next penny.


 


A-1-1

















 


Definitions


 


“Accrual Period” means, with respect to a
Distribution Date for a class of Floating Rate Notes, the period from and
including the immediately preceding Distribution Date for such class of
Floating Rate Notes, or in the case of the initial such period, the Closing
Date, to but excluding such current Distribution Date.


 


“Act”
has the meaning specified in Section 11.03(a) of the Indenture.


 


“Actual/360” means that
interest is calculated on the basis of the actual number of days elapsed in a
year of 360 days.


 


“Additional Principal Distribution Amount”
means, as of any Distribution Date after the last day of the Collection Period
on which the Pool Balance has declined to 10% or less of the Initial Pool
Balance, an amount equal to the lesser of (i) amounts available to be
distributed on such Distribution Date after payment of clauses (i) through (xiii) under Section 2.07(c) of the Administration Agreement
and (ii) the Class Note Balance after giving effect to all prior distributions
and allocations on that Distribution Date.


 


“Administration Agreement” means the
Administration Agreement, dated as of April 6, 2006, among
the Servicer, the Administrator, the Indenture Trustee, the Trustee, the Issuer
and the Depositor, as such agreement may be amended or supplemented.


 


“Administration
Fee” has the meaning specified in Section 2.12 of the Administration
Agreement.


 


“Administrator”
means Sallie Mae, Inc., in its capacity as administrator of the Trust and the
Trust Student Loans in accordance with the Administration Agreement.


 


“Administrator
Default” has the meaning specified in Section 5.01 of the Administration
Agreement.


 


“Administrator’s
Certificate” means an Officers’ Certificate of the Administrator delivered
pursuant to Section 3.01(c) of the Administration Agreement.


 


“Affiliate”
means, with respect to any specified Person, any other Person controlling or
controlled by or under common control with such specified Person.  For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Asset
Balance” means, with respect to any Distribution Date, an amount equal to:


 


PB + CI - R


 


A-1-2

















 


Where:


 


CI = the amount on
deposit in the Cash Capitalization Account on the last day of the related
Collection Period less the excess for that
Distribution Date of (i) interest due on the Notes plus any Primary
Servicing Fees, Administration Fees, Servicing Fees, any Swap Payments owed to a
Swap Counterparty by the Trust and any Swap Termination Payments owed by the
Trust to a Swap Counterparty which are pari passu with interest payments on the Class A Notes due, over (ii) Available Funds on deposit in the Collection
Account.  In no case shall CI be less
than zero;


 


PB =
the Pool Balance as of the last day of the related Collection Period; and


 


R =
the amount to be released from the Cash Capitalization Account pursuant to
section 2.08(a)(viii), (ix) and (x) of the Administration Agreement.


 


provided,
however, that as of the Closing Date, the Asset Balance shall equal $2,255,271,599, and that, for all Distribution Dates occurring on or after
the September 2010 Distribution Date, the Asset Balance will be equal to the
Pool Balance as of the last day of the related Collection Period.


 


“Authorized
Officer” means (i) with respect to the Trust, any officer of the Trustee
who is authorized to act for the Trustee in matters relating to the Trust
pursuant to the Basic Documents and who is identified on the list of Authorized
Officers delivered by the Trustee to the Indenture Trustee on the Closing Date
(as such list may be modified or supplemented from time to time thereafter),
(ii) with respect to the Administrator, any officer of the Administrator or any
of its Affiliates who is authorized to act for the Administrator in matters
relating to itself or to the Trust and to be acted upon by the Administrator
pursuant to the Basic Documents and who is identified on the list of Authorized
Officers delivered by the Administrator to the Indenture Trustee on the Closing
Date (as such list may be modified or supplemented from time to time
thereafter), (iii) with respect to the Depositor, any officer of the Depositor
or any of its Affiliates who is authorized to act for the Depositor in matters
relating to or to be acted upon by the Depositor pursuant to the Basic
Documents and who is identified on the list of Authorized Officers delivered by
the Depositor to the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter) and (iv) with respect to
the Servicer, any officer of the Servicer who is authorized to act for the
Servicer in matters relating to or to be acted upon by the Servicer pursuant to
the Basic Documents and who is identified on the list of Authorized Officers
delivered by the Servicer to the Indenture Trustee on the Closing Date (as such
list may be modified or supplemented from time to time thereafter).


 


“Available
Funds” means, with respect to a Distribution Date or any related Monthly
Servicing Payment Date, the sum of the following amounts for the related
Collection Period, or, in the case of a Monthly Servicing Payment Date, the
applicable portion of these amounts:  (i)
with respect to the initial distribution date, all amounts deposited into the
collection account on the closing date; (ii) all collections received by the
Servicer from borrowers on the Trust Student Loans, (iii) all Recoveries
received during that Collection Period, (iv) the aggregate Purchase


 


A-1-3

















 


Amounts received during that Collection Period for those Trust Student
Loans repurchased by the Depositor or purchased by the Servicer, VG Funding or
SLM Education Credit Finance Corporation, (v) amounts received by the Trust
pursuant to the Servicing Agreement during that Collection Period related to
yield or principal adjustments, (vi) Investment Earnings for that Distribution
Date and any interest remitted by the Administrator to the Collection Account
prior to such Distribution Date or Monthly Servicing Payment Date and (vii) amounts
received from the Swap Counterparty for that
Distribution Date;


 


provided, however, that if with respect to any Distribution Date there would not be
sufficient funds to pay all of the items specified in clauses (i) through (xi)
of Section 2.07(c) of the Administration Agreement, after application of
Available Funds and application of (a) amounts available from the Cash
Capitalization Account to pay any of the items specified in clauses (i) through
(ix) of Section 2.07(c) of the
Administration Agreement and (b) amounts available from the Reserve
Account to pay any of the items specified in clauses (i) through (iv), (vi) and
(viii) and on the respective Note Final Maturity Date of each Class of Notes,
clauses (v), (vii) and (ix), then Available
Funds for that Distribution Date shall include, in addition to the Available
Funds as defined above, amounts on deposit in the Collection Account, or
amounts held by the Administrator, or which the Administrator reasonably
estimates to be held by the Administrator, for deposit into the Collection
Account which would have constituted Available Funds for the Distribution Date
succeeding such Distribution Date, up to the amount necessary to pay such
items, and the Available Funds for such succeeding Distribution Date shall be
adjusted accordingly.  In addition,
Available Funds on the Distribution Dates from March 2008  through September 2010 shall include all funds
released from the Cash Capitalization Account for deposit into the Collection
Account on those Distribution Dates.


 


“Basic Documents” means the Trust Agreement,
the Indenture, the Servicing Agreement, the Administration Agreement, the Purchase
Agreements, the Sale Agreement, the Note Depository Agreement, the Swap
Agreements and other documents and certificates delivered in connection with such
documents.


 


“Basis Swap Agreement I” and “Basis Swap
Agreement II” mean the ISDA Master Agreement by and between the Trust and Deutsche
Bank AG, New York Branch, dated as of April 6, 2006, including the related schedule and confirmations.


 


“Benefit
Plan” means (i) an employee benefit plan (as defined in Section 3(3) of
ERISA), whether or not subject to the provisions of Title I of ERISA, (ii) a
plan described in Section 4975(e)(1) of the Code, whether or not subject to
Section 4975 of the Code or (iii) any entity whose underlying assets include
plan assets by reason of a plan’s investment in the entity.


 


“Bill
of Sale” has the meaning specified in the Purchase Agreements or the Sale
Agreement, as applicable.


 


“Book-Entry
Note” means a beneficial interest in the Notes, ownership and transfers of
which shall be made through book entries by a Clearing Agency as described in
Section 2.10 of the Indenture.


 


A-1-4

















 


“Borrower
Benefit Account” means the account designated as such, established and
maintained pursuant to Section 2.03(j) of the Administration Agreement.


 


“Borrower
Benefit Account Initial Deposit” shall mean $0.


 


“Borrower Benefit
Yield Reduction” has the meaning specified in Section 3.12 of the Servicing
Agreement.


 


“Business Day” means (i) with respect to
calculating Two-Month or Three-Month LIBOR, any day on which banks in New York,
New York and London, England are open for the transaction of international
business; and (ii) for all other purposes, any day other than a Saturday, a
Sunday or a day on which banking institutions or trust companies in New York,
New York or Wilmington, Delaware are authorized or obligated by law, regulation
or executive order to remain closed.


 


“Carryover
Servicing Fee” has the meaning specified in Attachment A to the Servicing
Agreement.


 


“Cash
Capitalization Account” means the account designated as such, established
and maintained pursuant to Section 2.03(a)(iii) of the Administration
Agreement.


 


“Cash Capitalization Account Initial Deposit”
means $255,000,000.


 


“Certificateholder”
means the Excess Distribution Certificateholder.


 


“Charged-Off Loan”
means a Trust Student Loan which is written-off in accordance with the Servicer’s
policies and procedures, which as of the Closing Date occurs not later than the
date when such Trust Student Loan becomes 270 days past due.


 


“Class A Enhancement” means, for any
Distribution Date, the excess of (i) the Asset Balance as of the prior Distribution
Date (or as of the Closing Date, in the case of the first Distribution Date)
over (ii) the Class A Note Balance before taking into account any principal
distributions to the Class A Notes on the current Distribution Date.


 


“Class A Note” means a Class A-1 Note, a Class
A-2 Note, a Class A-3 Note, a Class A-4 Note or a Class A-5 Note.


 


“Class A Note Balance” means the sum of the
Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance,
the Class A-4 Note Balance and the Class A-5 Note Balance.


 


“Class A Note Interest Shortfall” means, with
respect to any Distribution Date, the sum for all of the Class A Notes of the excess
of (i) the amount of interest that was payable to the Class A Notes on the
preceding Distribution Date over (ii)  the amount of interest actually
distributed with respect to the Class A Notes on such preceding Distribution Date, plus interest on the
amount of such excess interest due to the Class A Noteholders, to the extent permitted
by


 


A-1-5

















 


law, at the weighted average interest rate borne by the Class A Notes from such
preceding Distribution Date to the current Distribution Date.


 


“Class A Note Parity Trigger” means with respect
to any Distribution Date that (i) the Class A Note Balance (prior to
giving effect to distributions on such date) is in excess of the sum of (a) the
Pool Balance as of the last day of the related Collection Period and (b)
amounts on deposit in the Collection Account and Cash Capitalization Account
after payment of items (i) through (iv) of Section 2.07(c) of the
Administration Agreement or (ii) the Class A Note Balance for such
Distribution Date (prior to giving effect to any distributions on that date) is
greater than or equal to the Asset Balance for the prior Distribution
Date.  The Class A Note Parity Trigger
will remain in effect until the Class A Enhancement is greater than or equal to
the Specified Class A Enhancement.


 


“Class
A Noteholder” means the Person in whose name a Class A Note is registered
in the Note Register.


 


“Class A Noteholders’ Interest Distribution Amount”
means, with respect to any Distribution Date, the sum of (i) the amount of
interest accrued at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate,
the Class A-4 Rate or the Class A-5 Rate, as applicable, for the related
Accrual Period with respect to all classes of Class
A Notes on the aggregate outstanding principal balances of these classes of Class A Notes (a) on the immediately preceding Distribution
Date after giving effect to all principal distributions to Class A Noteholders
on such preceding Distribution Date or (b) in
the case of the first Distribution Date, on the
Closing Date; and (ii) the Class A Note Interest Shortfall for such
Distribution Date.


 


“Class A Noteholders’ Principal Distribution Amount”
means (a) as of any Distribution Date prior to the Stepdown Date or on which a
Trigger Event is in effect, the lesser of (i) 100% of the excess, if any, of
(x) the Class Note Balance (after taking into account distributions of
principal on the immediately preceding Distribution Date or as of the Closing
Date in the case of the first Distribution Date) over (y) the excess, if
any, of (1) the Asset Balance for such Distribution Date over (2) the
Specified Overcollateralization Amount and (ii) the Class A Note Balance
immediately before such Distribution Date and (b) on or after the Stepdown
Date and as long as a Trigger Event is not in effect for such Distribution
Date, the excess, if any, of (x) the Class A Note Balance immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 85.0% and (ii) the Asset Balance as of such
Distribution Date and (B) the excess, if any, of the Asset Balance for
such Distribution Date over the Specified Overcollateralization Amount.  Notwithstanding the foregoing, on or after
the Class A-1 Maturity Date, the Class A-2 Maturity Date, the Class A-3
Maturity Date, the Class A-4 Maturity Date or the Class A-5 Maturity Date, as
applicable, the Class A Noteholders’ Principal Distribution Amount shall not be
less than the amount that is necessary to reduce the Class A-1 Note Balance,
Class A-2 Note Balance, Class A-3 Note Balance, Class A-4 Note Balance or Class
A-5 Note Balance, as applicable, to zero.


 


“Class
A-1 Maturity Date” means the March 2020 Distribution Date.


 


“Class
A-1 Note Balance” means, with respect to any Distribution Date, the
Outstanding Amount of the Class A-1 Notes.


 


A-1-6

















 


“Class
A-1 Noteholder” means the Person in whose name a Class A-1 Note is
registered in the Note Register.


 


“Class
A-1 Notes” means the $434,000,000 Floating Rate
Class A-1 Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-1 thereto.


 


“Class A-1 Rate” means, for any Accrual Period
after the initial Accrual Period, Three-Month LIBOR, as determined on the
related LIBOR Determination Date, plus 0.02%, based on an Actual/360 accrual
method.  For the initial Accrual Period,
the Class A-1 Rate shall mean the Initial Accrual Rate plus 0.02%, based on an
Actual/360 accrual method.


 


“Class
A-2 Maturity Date” means the December 2020 Distribution Date.


 


“Class
A-2 Note Balance” means, with respect to any Distribution Date, the
Outstanding Amount of the Class A-2 Notes.


 


“Class
A-2 Noteholder” means the Person in whose name a Class A-2 Note is
registered in the Note Register.


 


“Class
A-2 Notes” means the $207,000,000 Floating Rate
Class A-2 Student Loan-Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-2 thereto.


 


“Class A-2 Rate” means, for any Accrual Period
after the initial Accrual Period, Three-Month LIBOR, as determined on the
related LIBOR Determination Date, plus 0.08%, based on an Actual/360 accrual
method.  For the initial Accrual Period,
the Class A-2 Rate shall mean the Initial Accrual Rate plus 0.08%, based on an
Actual/360 accrual method.


 


“Class A-3 Maturity Date” means the June 2022
Distribution Date.


 


“Class A-3 Note Balance” means, with respect to
any Distribution Date, the Outstanding Amount of the Class A-3 Notes.


 


“Class A-3 Noteholder” means the Person in
whose name a Class A-3 Note is registered in the Note Register.


 


“Class A-3 Notes” means the $355,000,000
Floating Rate Class A-3 Student Loan-Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-3 thereto.


 


“Class A-3 Rate” means, for any Accrual Period
after the initial Accrual Period, Three-Month LIBOR, as determined on the
related LIBOR Determination Date, plus 0.14%, based on an Actual/360 accrual
method.  For the initial Accrual Period,
the Class A-3 Rate shall mean the Initial
Accrual Rate plus 0.14%, based on an Actual/360 accrual method.


 


“Class A-4 Maturity Date” means the December
2023 Distribution Date.


 


A-1-7

















 


“Class A-4 Note Balance” means, with respect to
any Distribution Date, the Outstanding Amount of the Class A-4 Notes.


 


“Class A-4 Noteholder” means the Person in
whose name a Class A-4 Note is registered in the Note Register.


 


“Class A-4 Notes” means the $373,267,000
Floating Rate Class A-4 Student Loan-Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-4 thereto.


 


“Class A-4 Rate” means, for any Accrual Period
after the initial Accrual Period, Three-Month LIBOR, as determined on the
related LIBOR Determination Date, plus 0.19%, based on an Actual/360 accrual
method.  For the initial Accrual Period,
the Class A-4 Rate shall mean the Initial Accrual Rate plus 0.19%, based on an
Actual/360 accrual method.


 


“Class A-5 Maturity Date” means the June 2039
Distribution Date.


 


“Class A-5 Note Balance” means, with respect to
any Distribution Date, the Outstanding Amount of the Class A-5 Notes.


 


“Class A-5 Noteholder” means the Person in
whose name a Class A-5 Note is registered in the Note Register.


 


“Class A-5 Notes” means the $700,000,000
Floating Rate Class A-5 Student Loan-Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-5 thereto.


 


“Class A-5 Rate” means, for any Accrual Period
after the initial Accrual Period, Three-Month LIBOR, as determined on the
related LIBOR Determination Date, plus 0.29%, based on an Actual/360 accrual
method.  For the initial Accrual Period,
the Class A-5 Rate shall mean the Initial Accrual Rate plus 0.29%, based on an
Actual/360 accrual method.


 


“Class
B Enhancement” means for any Distribution Date, the excess of (i) the Asset
Balance as of the prior Distribution Date (or as of the Closing Date, in the
case of the first Distribution Date) over (ii) the Class A Note Balance and the
Class B Note Balance before taking into account any principal distributions on
the current Distribution Date.


 


“Class
B Maturity Date” means the June 2039 Distribution Date.


 


“Class
B Note Balance” means, with respect to any Distribution Date, the
Outstanding Amount of the Class B Notes.


 


“Class
B Note Interest Shortfall” means, with respect to any Distribution Date,
the excess of (i) the Class B Noteholders’ Interest Distribution Amount on the
preceding Distribution Date over (ii) the amount of interest actually
distributed to the Class B Noteholders on that preceding Distribution Date,
plus interest on the amount of that excess, to the extent permitted by law, at
the Class B Rate from that preceding Distribution Date to the current
Distribution Date.


 


A-1-8

















 


“Class B Note Parity Trigger” means with
respect to any Distribution Date that (i) the outstanding Class A Note Balance
and Class B Note Balance (prior to giving effect to any distributions on such
date) is in excess of the sum of (a) the Pool Balance as of the last day
of the related Collection Period and (b) amounts on deposit in the
Collection Account, Principal Distribution Account and Cash Capitalization
Account after payment of clauses (i) through (vi) under Section 2.07(c) of the
Administration Agreement, or (ii) the Class A Note Balance and the Class B
Note Balance as of the related Distribution Date (prior to giving effect to any
distributions on that date) is greater than or equal to the Asset Balance for
the prior Distribution Date.  The Class B
Note Parity Trigger will remain in effect until the Class B Enhancement is
greater than or equal to the Specified Class B Enhancement.


 


“Class
B Noteholder” means the Person in whose name a Class B Note is registered
in the Note Register.


 


“Class
B Noteholders’ Interest Distribution Amount” means, with respect to any
Distribution Date, the sum of (a) the amount of interest accrued at the
Class B Rate for the related Accrual Period on the Class B Note Balance
(i) on the immediately preceding Distribution Date, after giving effect to
all principal distributions to Class B Noteholders on that preceding
Distribution Date or (ii) in the case of the first Distribution Date, the
Closing Date, and (b) the Class B Note Interest Shortfall for that
Distribution Date.


 


“Class B Noteholders’ Principal Distribution Amount”
means, as of any Distribution Date on or after the Stepdown Date and as long as
a Trigger Event is not in effect on such Distribution Date, the excess, if any,
of (x) the sum of (i) the Class A Note Balance (after taking into
account the Class A Noteholders’ Principal Distribution Amount due on such
Distribution Date) and (ii) the Class B Note Balance immediately prior to
such Distribution Date over (y) the lesser of (A) the product of
(i) 89.875% and (ii) the Asset Balance for such Distribution Date and
(B) the excess, if any, of the Asset Balance for such Distribution Date
over the Specified Overcollateralization Amount.  Prior to the Stepdown Date or any
Distribution Date for which a Trigger Event is in effect, the excess, if any,
of (i) the amounts in clause (a)(i) of the definition of the Class A
Noteholders’ Principal Distribution Amount over (ii) the Class A Note
Balance.  Notwithstanding the foregoing,
on or after the Class B Maturity Date, the Class B Noteholders’ Principal
Distribution Amount shall not be less than the amount that is necessary to
reduce the Class B Note Balance to zero.


 


“Class
B Notes” means the $73,297,000 Floating Rate Class B Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-6 thereto.


 


“Class B Rate” means, for any Accrual Period
after the initial Accrual Period, Three-Month LIBOR, as determined on the
related LIBOR Determination Date, plus 0.30%, based on an Actual/360 accrual
method.  For the initial Accrual Period,
the Class B Rate shall mean the Initial Accrual Rate plus 0.30%, based on an
Actual/360 accrual method.


 


“Class
C Enhancement” means, for any Distribution Date, the excess of (i) the
Asset Balance as of the prior Distribution Date (or as of the Closing Date, in
the case of the first


 


A-1-9

















 


Distribution Date) over (ii) the Class Note Balance
before taking into account any principal distributions on the current
Distribution Date.


 


“Class
C Maturity Date” means the June 2039 Distribution Date.


 


“Class
C Note Balance” means, with respect to any Distribution Date, the
Outstanding Amount of the Class C Notes.


 


“Class
C Note Interest Shortfall” means, with respect to any Distribution Date,
the excess of (i) the Class C Noteholders’ Interest Distribution Amount on the
preceding Distribution Date over (ii) the amount of interest actually
distributed to the Class C Noteholders on that preceding Distribution Date,
plus interest on the amount of that excess, to the extent permitted by law, at
the Class C Rate from that preceding Distribution Date to the current
Distribution Date.


 


“Class C Note Parity Trigger” means with
respect to any Distribution Date that (i) the Class A Note Balance, Class
B Note Balance and Class C Note Balance (prior to giving effect to any
distributions on such date) is in excess of the sum of (a) Pool Balance as of
the last day of the related Collection Period and (b) amounts on deposit in the
Collection Account, Principal Distribution Account and Cash Capitalization
Account after payment of clauses (i) through (viii) under Section 2.07(c) of
the Administration Agreement, or (ii) the Class Note Balance as of the related
Distribution Date (prior to giving effect to any distributions on that date) is
greater than or equal to the Asset Balance for the prior Distribution
Date.  The Class C Note Parity Trigger
will remain in effect until the Class C Enhancement is greater than or equal to
the Specified Class C Enhancement.


 


“Class
C Noteholder” means the Person in whose name a Class C Note is registered
in the Note Register.


 


“Class
C Noteholders’ Interest Distribution Amount” means, with respect to any
Distribution Date, the sum of (i) the amount of interest accrued at the Class C
Rate for the related Accrual Period (a) on the Class C Note Balance on the
immediately preceding Distribution Date after giving effect to all principal
distributions to Class C Noteholders on that preceding Distribution Date or
(b) in the case of the first Distribution Date, the Closing Date and (ii)
the Class C Note Interest Shortfall for that Distribution Date.


 


“Class C Noteholders’ Principal Distribution Amount”
means, as of any Distribution Date on or after the Stepdown Date and, as long
as a Trigger Event is not in effect on such Distribution Date, the excess, if
any, of (x) the sum of (i) the Class A Note Balance (after taking
into account the Class A Noteholders’ Principal Distribution Amount due on such
Distribution Date), (ii) the Class B Note Balance (after taking into
account the Class B Noteholders’ Principal Distribution Amount due on such Distribution
Date) and (iii) the Class C Note Balance immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 97.0%
and (ii) the Asset Balance as of such Distribution Date and (B) the
excess, if any, of the related Asset Balance for such Distribution Date over
the Specified Overcollateralization Amount. 
Prior to the Stepdown Date or on any Distribution Date with respect to
which a Trigger Event is in effect, the excess, if any, of (i) amounts in
clause (a)(i) of the definition of the Class A


 


A-1-10

















 


Noteholders’ Principal Distribution Amount over
(ii) the Class A Note Balance plus the Class B Note Balance.  Notwithstanding the foregoing, on or after
the Class C Maturity Date, the Class C Noteholders’ Principal Distribution
Amount shall not be less than the amount that is necessary to reduce the Class
C Note Balance to zero.


 


“Class
C Notes” means the $101,488,000 Floating Rate Class C Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-7 thereto.


 


“Class
C Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR, as determined on the related LIBOR Determination Date, plus 0.50%,
based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class C Rate shall mean the Initial
Accrual Rate plus 0.50%, based on an Actual/360 accrual method.


 


“Class
Note Balance” means the sum of the Class A Note Balance, the Class B Note
Balance and the Class C Note Balance.


 


“Clearing
Agency” means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act. The initial Clearing Agency shall be The
Depository Trust Company and the initial nominee for the Clearing Agency shall
be Cede & Co.


 


“Clearing
Agency Participant” means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.


 


“Closing Date” means April 6, 2006.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and
Treasury Regulations promulgated thereunder.


 


“Collateral”
has the meaning specified in the Granting Clause of the Indenture.


 


“Collection
Account” means the account designated as such, established and maintained
pursuant to Section 2.03(a)(i) of the Administration Agreement.


 


“Collection
Account Initial Deposit” means $2,300,000 plus $0, which is the excess of
the pool balance as of the Statistical Cutoff Date over the Initial Pool
Balance.


 


“Collection Period” means, with respect to the
first Distribution Date, the period beginning on the Cutoff Date and ending on May
31, 2006, and with respect to each subsequent Distribution Date, the Collection
Period means the three calendar months immediately
following the end of the previous Collection Period.


 


“Commission”
means the Securities and Exchange Commission.


 


“Controlling
Note” means so long as any of the Class A Notes are Outstanding, the
Class A Notes (voting together as a single class), if the Class A Notes
have been paid in full, the Class B Notes and if the Class B Notes have been
paid in full, the Class C Notes.


 


A-1-11

















 


“Corporate Trust Office” means (i) with respect
to the Indenture Trustee, the principal office of the Indenture Trustee at
which at any particular time its corporate trust business shall be
administered, which office at the Closing Date is located at 4 New York Plaza, 6th
Floor, New York, New York 10004, Attention: Corporate Trust and Agency Group,
Structured Finance Team (telephone: (212) 623 5600; facsimile: (212)- 623 4498)
or at such other address as the Indenture Trustee may designate from time to
time by notice to the Noteholders and the Depositor, or the principal corporate
trust office of any successor Indenture Trustee (the address of which the successor
Indenture Trustee will notify the Noteholders, the Administrator and the
Depositor) and (ii) with respect to the Trustee, the principal corporate trust
office of the Trustee located at Christiana Center/OPS4, 500 Stanton Christiana
Road, Newark, Delaware 19713, Attention: 
Corporate Trust Department (telephone: (302) 552-6279; facsimile: (302)
552-6280); or at such other address as the Trustee may designate by notice to
the Depositor, or the principal corporate trust office of any successor Trustee
(the address of which the successor Trustee will notify the Administrator and
the Depositor).(2)


 


“Cumulative Realized Losses Test” is satisfied
for any Distribution Date on which the cumulative principal amount of
Charged-Off Loans, net of Recoveries is equal to or less than the percentage of
the Initial Pool Balance set forth below for the specified period: 


	
  

  

  Distribution Date

  	
   

  	
  Percentage of

  Initial Pool Balance

  	
   

  
	
  Closing
  Date through June 2011 Distribution Date

  	
   

  	
  15

  	
  %

  
	
  September
  2011 Distribution Date through June 2014 Distribution date

  	
   

  	
  18

  	
  %

  
	
  September
  2014 Distribution Date and thereafter

  	
   

  	
  20

  	
  %

  



 


“Cutoff Date” means the Closing Date, and with
respect to any substituted Trust Student Loans, the date used in determining
the Principal Balance and accrued interest to be capitalized for purposes of
completing the loan transmittal summary form under the Sale Agreement.


 


“Default”
means any occurrence that is, or with notice or the lapse of time or both would
become, an Event of Default.


 


“Definitive
Notes” has the meaning specified in Section 2.10 of the Indenture.


 


“Delaware Statutory Trust Act” means Chapter 38
of Title 12, Part V of the Delaware Code, entitled “Treatment of Delaware
Statutory Trusts.”


 


“Delivery”
when used with respect to Trust Account Property means:


 


(a)           with respect to bankers’ acceptances,
commercial paper, negotiable certificates of deposit and other obligations that
constitute “instruments” within the meaning of Section 9-102(a)(47) of the UCC
and are susceptible of physical delivery, transfer thereof to the Indenture
Trustee or its nominee or custodian by physical delivery to the Indenture
Trustee or its nominee or custodian endorsed to, or registered in the name of,
the Indenture Trustee or its nominee or custodian or endorsed in blank, and,
with respect to a certificated security (as defined in Section 8-102(a)(3) of
the UCC) transfer thereof (i) by delivery of such certificated security
endorsed to, or registered in the name of, the Indenture Trustee or its nominee
or custodian or endorsed in blank to a securities intermediary (as defined in
Section 8-102(a)(14)


 






(2)  Confirm
contract information.


 


A-1-12

















 


of the UCC) and the making by such securities
intermediary of entries on its books and records identifying such certificated
securities as belonging to the Indenture Trustee or its nominee or custodian
and the sending by such securities intermediary of a confirmation of the
purchase of such certificated security by the Indenture Trustee or its nominee
or custodian, or (ii) by delivery thereof to a “clearing corporation” (as
defined in Section 8-102(a)(5) of the UCC) and the making by such clearing
corporation of appropriate entries on its books reducing the appropriate
securities account of the transferor and increasing the appropriate securities
account of a securities intermediary by the amount of such certificated
security, the identification by the clearing corporation of the certificated
securities for the sole and exclusive account of the securities intermediary,
the maintenance of such certificated securities by such clearing corporation or
the nominee of either subject to the clearing corporation’s exclusive control,
the sending of a confirmation by the securities intermediary of the purchase by
the Indenture Trustee or its nominee or custodian of such securities and the
making by such securities intermediary of entries on its books and records
identifying such certificated securities as belonging to the Indenture Trustee
or its nominee or custodian (all of the foregoing, but not including Trust
Student Loans, “Physical Property”); and such additional or alternative
procedures as may hereafter become appropriate to effect the complete transfer
of ownership of any such Trust Account Property to the Indenture Trustee or its
nominee or custodian, consistent with changes in applicable law or regulations
or the interpretation thereof;


 


(b)           with
respect to any security issued by the
U.S. Treasury, the Government National Mortgage Association, the Federal Home
Loan Mortgage Corporation or by the Federal National Mortgage Association that
is a book-entry security held at a Federal Reserve Bank pursuant to Federal
book-entry regulations, the following procedures, all in accordance with
applicable law, including applicable Federal regulations and Articles 8 and 9
of the UCC: the crediting of such book-entry security to an appropriate
book-entry account of the Indenture Trustee or its nominee or the custodian or
securities intermediary at a Federal Reserve Bank, causing the custodian to
continuously indicate by book-entry such book-entry security as credited to the
relevant book-entry account, the continuous crediting of such book-entry
security to a securities account of the custodian at such Federal Reserve Bank
and the continuous identification of such book-entry security by the custodian
as credited to the appropriate book-entry account; and


 


(c)           with respect to any item of Trust
Account Property that is an uncertificated security under Article 8 of the UCC
and that is not governed by clause (b) above, registration on the books and
records of the issuer thereof in the name of the securities intermediary, the
sending of a confirmation by the securities intermediary of the purchase by the
Indenture Trustee or its nominee or custodian of such uncertificated security,
the making by such securities intermediary of entries on its books and records
identifying such uncertificated certificates as belonging to the Indenture
Trustee or its nominee or custodian.


 


“Depositor”
means SLM Funding LLC, a Delaware limited liability company.


 


“Depository
Agreement” means the Note Depository Agreement.


 


A-1-13

















 


“Determination
Date” means, with respect to the Collection Period preceding any
Distribution Date, the third Business Day preceding such Distribution Date.


 


“Distribution Date” means the 15th day of each
March, June, September and December,
or, if such day is not a Business Day, the immediately following Business Day,
commencing on June 15, 2006.


 


“Eligible
Deposit Account” means either (a) a segregated account with an Eligible
Institution or (b) a segregated trust account with the corporate trust
department of a depository institution organized under the laws of the United
States of America or any one of the States or the District of Columbia (or any
domestic branch of a foreign bank), having corporate trust powers and acting as
trustee for funds deposited in such account, so long as any of the securities
of such depository institution have a credit rating from Moody’s, Standard
& Poor’s and Fitch, in one of their generic rating categories which
signifies investment grade.


 


“Eligible
Institution” means a depository institution organized under the laws of the
United States of America or any one of the States or the District of Columbia
(or any domestic branch of a foreign bank) (i) which has (A) either a long-term
senior unsecured debt rating of “AAA” or a short-term senior unsecured debt or
certificate of deposit rating of “A-1+” or better by Standard & Poor’s and
(B)(1) a long-term senior unsecured debt rating of “A1” or better and (2) a
short-term senior unsecured debt rating of “P-1” or better by Moody’s, and (C)
a long-term senior unsecured debt rating of “AA” or a short-term senior
unsecured debt rating of “F1+” by Fitch, or any other long-term, short-term or
certificate of deposit rating with respect to which the Rating Agency Condition
has been satisfied and (ii) whose deposits are insured by the FDIC.  If so qualified, the Trustee or the Indenture
Trustee may be considered an Eligible Institution.


 


“Eligible
Investments” means book-entry securities, negotiable instruments or
securities represented by instruments in bearer or registered form which
evidence:


 


(a)  direct obligations of, and
obligations fully guaranteed as to timely payment by, the United States of
America, the Government National Mortgage Association, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, or any agency
or instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America; provided
that obligations of, or guaranteed by, the Government National Mortgage
Association (GNMA), the Federal Home Loan Mortgage Corporation (Freddie Mac) or
the Federal National Mortgage Association (Fannie Mae) shall be Eligible
Investments only if, at the time of investment, they meet the criteria of each
of the Rating Agencies for collateral for securities having ratings equivalent
to the respective ratings of the Notes in effect at the Closing Date;


 


(b)  demand deposits, time
deposits or certificates of deposit of any depository institution or trust
company incorporated under the laws of the United States of America or any
State (or any domestic branch of a foreign bank) and subject to supervision and
examination by Federal or state banking or depository institution authorities
(including depository receipts issued by any such institution or trust company
as custodian with respect to any obligation referred to in clause (a) above or
portion of such obligation for the benefit of the holders of such depository
receipts); provided that at the time of the investment or contractual
commitment to invest therein


 


A-1-14

















 


(which shall be deemed to be made again each time
funds are reinvested following each Distribution Date), the commercial paper or
other short-term senior unsecured debt obligations (other than such obligations
the rating of which is based on the credit of a Person other than such
depository institution or trust company) thereof shall have a credit rating
from each of the Rating Agencies in the highest investment category granted
thereby;


 


(c)  commercial paper having, at
the time of the investment, a rating from each of the Rating Agencies in the
highest investment category granted thereby;


 


(d)  investments in money market
funds having a rating from each of the Rating Agencies in the highest investment
category granted thereby (including funds for which the Indenture Trustee, the
Administrator or the Trustee or any of their respective Affiliates is
investment manager or advisor);


 


(e)  bankers’ acceptances issued
by any depository institution or trust company referred to in clause (b) above;


 


(f)  repurchase obligations with
respect to any security that is a direct obligation of, or fully guaranteed by,
the United States of America or any agency or instrumentality thereof the
obligations of which are backed by the full faith and credit of the United
States of America, in either case entered into with a depository institution or
trust company (acting as principal) described in clause (b) above;


 


(g) asset-backed securities, including asset-backed securities issued
by Affiliates, or entities formed by Affiliates, of SLM Corporation, but
excluding mortgage-backed securities, that at the time of investment have a
rating in the highest investment category granted by each of the Rating
Agencies, but not at a purchase price in excess of par;


 


(h) Eligible Repurchase Obligations; and


 


(i) any other investment which would not result in the downgrading or
withdrawal of any rating of the Notes by any of the Rating Agencies as affirmed
in writing delivered to the Indenture Trustee.


 


For purposes of the
definition of “Eligible Investments” the phrase “highest investment category”
means (i) in the case of Fitch, “AAA” for long-term investments (or the
equivalent) and “F-1+” for short-term investments (or the equivalent), (ii) in
the case of Moody’s, “Aaa” for long-term investments (or the equivalent) and “P-1”
for short-term investments (or the equivalent), and (iii) in the case of
S&P, “AAA” for long-term investments (or the equivalent) and “A-1+” for
short-term investments (or the equivalent). 
A proposed investment not rated by Fitch but rated in the highest
investment category by Moody’s and S&P shall be considered to be rated by
each of the Rating Agencies in the highest investment category granted thereby.


 


“Eligible
Loans” has the meaning specified in the Sale Agreement or the Purchase
Agreements, as applicable.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


A-1-15

















 


“Event
of Default” has the meaning specified in Section 5.01 of the Indenture.


 


“Excess
Distribution Certificate” means the certificate, substantially in the form
of Exhibit A to the Trust Agreement.


 


“Excess
Distribution Certificate Paying Agent” means any paying agent or co-paying
agent appointed pursuant to Section 3.03(g) of the Trust Agreement, which shall
initially be the Indenture Trustee.


 


“Excess
Distribution Certificate Register” and “Excess Distribution Certificate
Registrar” mean the register mentioned and the registrar appointed pursuant
to Section 3.03(c) of the Trust Agreement.


 


“Excess
Distribution Certificateholder” means the person in whose name an Excess
Distribution Certificate is registered in the Excess Distribution Certificate
Register.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Expenses”
means any and all liabilities, obligations, losses, damages, taxes, claims,
actions and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature
whatsoever which may at any time be imposed on, incurred by, or asserted
against the Trustee or any of its officers, directors or agents in any way
relating to or arising out of the Trust Agreement, the other Basic Documents,
the Trust Estate, the administration of the Trust Estate or the action or
inaction of the Trustee under the Trust Agreement or the other Basic Documents.


 


“Executive
Officer” means, with respect to any corporation, the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President, any
Executive Vice President, any Senior Vice President, any Vice President, the
Secretary or the Treasurer of such corporation; and with respect to any
partnership, any general partner thereof.


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 


“Federal
Funds Rate” for any day means the rate set forth for such day opposite the
caption “Federal Funds (effective)” in the weekly statistical release
designated H.15(519), or any successor publication, published by the Board of
Governors of the Federal Reserve System. 
If such rate is not published in the relevant H.15(519) for any day, the
rate for such day shall be the arithmetic mean of the rates for the last
transaction in overnight Federal Funds arranged prior to 9:00 a.m. New York
City time on that day by each of four leading brokers in such transactions
located in New York City selected by the Administrator.  The Federal Funds rate for each Saturday and
Sunday and for any other that is not a Business Day shall be the Federal Funds
Rate for the preceding Business Day as determined above.


 


“First
Priority Principal Distribution Amount” means, with respect to any
Distribution Date, an amount not less than zero equal to:


 


AN –
AB


 


A-1-16

















 


Where:


 


AN =
the Class A Note Balance on (i) the immediately preceding Distribution
Date (after giving effect to any principal payments made on the Class A
Notes on such preceding Distribution Date) or (ii) in the case of the
first Distribution Date, on the Closing Date;


 


AB = the Asset Balance
for such Distribution Date;


 


provided, however, that:


 


(a)          if a Class
A Note Parity Trigger is in effect, then the First Priority Principal
Distribution Amount shall equal the Class A Noteholders’ Principal Distribution
Amount;


 


(b)         on or after
the Class A-1 Maturity Date, the First Priority Principal Distribution Amount
shall not be less than the amount that is necessary to reduce the Class A-1
Note Balance to zero;


 


(c)          on or after
the Class A-2 Maturity Date, the First Priority Principal Distribution Amount
shall not be less than the amount that is necessary to reduce the Class A-2
Note Balance to zero;


 


(d)         on or after the Class A-3 Maturity Date, the First Priority Principal
Distribution Amount shall not be less than the amount that is necessary to
reduce the Class A-3 Note Balance to zero;


 


(e)          on or after the Class
A-4 Maturity Date, the First Priority Principal Distribution Amount shall not
be less than the amount that is necessary to reduce the Class A 4 Note Balance
to zero; and


 


(f)            on or after the Class
A-5 Maturity Date, the First Priority Principal Distribution Amount shall not
be less than the amount that is necessary to reduce the Class A 5 Note Balance
to zero.


 


“Fitch” means Fitch, Inc. (also known as Fitch
Ratings).


 


“Floating Rate Notes” means the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes,
the Class B Notes and the Class C Notes.


 


“Funding
Interim Trust Agreement” means the Interim Trust Agreement, dated as of
April 1, 2006, between the Depositor and the Interim Trustee.


 


“GLB
Regulations” means the Joint Banking Agencies’ Privacy of Consumer
Financial Information, Final Rule (12 CFR Parts 40, 216, 332 and 573) or the
Federal Trade Commission’s Privacy of Consumer Financial Information, Final
Rule (16 CFR Part 313), as applicable, implementing Title V of the
Gramm-Leach-Bliley Act, Public Law 106-102, as amended.


 


A-1-17

















 


“Grant”
means mortgage, pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create and grant a lien upon and a security interest
in and right of set-off against, deposit, set over and confirm pursuant to the
Indenture. A Grant of the Collateral or of any other agreement or instrument
shall include all rights, powers and options (but none of the obligations) of
the Granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest
payments in respect of the Collateral and all other moneys payable thereunder,
to give and receive notices and other communications, to make waivers or other
agreements, to exercise all rights and options, to bring Proceedings in the
name of the Granting party or otherwise and generally to do and receive
anything that the Granting party is or may be entitled to do or receive
thereunder or with respect thereto.


 


“Indenture” means the Indenture dated as of April
1, 2006, between the Trust and the Indenture Trustee.


 


“Indenture
Trust Estate” means all money, instruments, rights and other property that
are subject or intended to be subject to the lien and security interest of the
Indenture for the benefit of the Noteholders (including all property and
interests Granted to the Indenture Trustee), including all proceeds thereof.


 


“Indenture
Trustee” means JPMorgan Chase Bank, National Association, a national
banking association, not in its individual capacity but solely as trustee under
the Indenture.


 


“Independent”
means, when used with respect to any specified Person, that the Person (a) is
in fact independent of the Trust, any other obligor upon the Notes, the
Depositor and any Affiliate of any of the foregoing Persons, (b) does not have
any direct financial interest or any material indirect financial interest in
the Trust, any such other obligor, the Depositor or any Affiliate of any of the
foregoing Persons and (c) is not connected with the Trust, any such other obligor,
the Depositor or any Affiliate of any of the foregoing Persons as an officer,
employee, promoter, underwriter, placement agent, trustee, partner, director or
person performing similar functions.


 


“Independent
Certificate” means a certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.01 of the Indenture, made by an
Independent appraiser or other expert appointed by an Issuer Order and approved
by the Indenture Trustee in the exercise of reasonable care, and such opinion
or certificate shall state that the signer has read the definition of “Independent”
in the Indenture and that the signer is Independent within the meaning thereof.


 


“Index Maturity” means, with respect to any
Accrual Period, a period of time equal to, one month, two months or three
months, as applicable, commencing on
the first day of that Accrual Period.


 


“Initial Accrual Rate” means for each class of Notes and
the Accrual Period commencing on the Closing Date to, but excluding, the first
Distribution Date, the rate per annum as determined on the related
Determination Date, as follows:


 


A-1-18

















 


x  +  [9/30 
*  (y – x)]


 


where:


x  =  Two-Month LIBOR, and


 


y  =  Three-Month LIBOR.


 


“Initial Pool
Balance” means the Pool Balance as of the Cutoff Date, which is $2,000,271,599.


 


“Insolvency Event” means, with
respect to a specified Person, (a) the filing of a decree or order for relief
by a court having jurisdiction in the premises in respect of such Person or any
substantial part of its property in an involuntary case under any applicable
Federal or state bankruptcy, insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of
its property, or ordering the winding-up or liquidation of such Person’s
affairs, which decree or order remains unstayed and in effect for a period of
60 consecutive days; or (b) the commencement by such Person of a voluntary case
under any applicable Federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by such Person to the entry of
an order for relief in an involuntary case under any such law, or the consent
by such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or the making by such
Person of any general assignment for the benefit of creditors, or the failure
by such Person generally to pay its debts as such debts become due, or the
taking of action by such Person in furtherance of any of the foregoing.


 


“Insolvency Proceeds” has the
meaning set forth in Section 6.01(b) of the Administration Agreement.


 


“Interim
Trustee” means Chase Bank USA, National Association, a national banking
association, not in its individual capacity but solely as Interim Trustee under
the Interim Trust Agreement.  “Interim
Trustee” shall also mean each successor Interim Trustee as of the qualification
of such Interim Trustee under the Interim Trust Agreement.


 


“Interim
Trust Agreement” means the Funding Interim Trust Agreement and the VG
Funding Interim Trust Agreement.


 


“Interim
Trust Loans” has the meaning set forth in the Interim Trust Agreement.


 


“Investment
Earnings” means, with respect to any Distribution Date, the investment
earnings (net of losses and investment expenses) on amounts on deposit in the
Trust Accounts to be deposited into the Collection Account on or prior to such Distribution
Date pursuant to Section 2.03(b) of the Administration Agreement.


 


“Issuer” means the Trust and, for
purposes of any provision contained in the Indenture and required by the TIA,
each other obligor on the Notes.


 


A-1-19

















 


“Issuer Order” and “Issuer
Request” means a written order or request signed in the name of the Issuer
by any one of its Authorized Officers and delivered to the Indenture Trustee.


 


“LAW Loan” means a loan originated
under the LAWLOANS Program.


 


“LIBOR”
means Two-Month LIBOR or Three-Month LIBOR, as applicable.


 


“LIBOR Determination Date” means,
for each Accrual Period, the second Business Day before the beginning of that
Accrual Period.


 


“Lien” means a security interest,
lien, charge, pledge, equity or encumbrance of any kind, other than tax liens
and any other liens, if any, which attach to the respective Trust Student Loan
by operation of law as a result of any act or omission by the related Obligor.


 


“Liquidating Distribution” means
the amount of any distribution to the Depositor in connection with the
termination of the Trust under Section 9.01(a) of the Trust Agreement.


 


“Luxembourg
Listing Agent” means, initially, Deutsche Bank Luxembourg SA.


 


“Luxembourg
Paying Agent” means, initially, Deutsche Bank Luxembourg SA.


 


“MBA Loan” means a loan originated
under the MBA Loans Program.


 


“MED Loan” means a loan originated
under the MEDLOANS Program.


 


“Minimum
Purchase Amount” means an amount that would be sufficient to (i) reduce the
Outstanding Amount of each class of Notes on such Distribution Date to zero
and, (ii) pay to the respective Noteholders the Class A Noteholders’ Interest
Distribution Amount, the Class B Noteholders’ Interest Distribution Amount and
the Class C Noteholders’ Interest Distribution Amount payable on such
Distribution Date.


 


“Monthly
Servicing Payment Date” means the 15th day of each calendar month or, if
such day is not a Business Day, the immediately following Business Day,
commencing on May 15, 2006.


 


“Moody’s” means Moody’s Investors
Service, Inc.


 


“Note
Depository Agreement” means the Letter of Representations, dated April 6,
2006, among the Trust, the Trustee and the Indenture Trustee in favor of the
Depository Trust Company.


 


“Note Final
Maturity Date” for a class of Notes means the Class A-1 Maturity Date, the
Class A-2 Maturity Date, the Class A-3 Maturity Date, the Class A-4 Maturity
Date, the Class A-5 Maturity Date, the Class B Maturity Date or the Class C
Maturity Date, as applicable.


 


“Note Interest Shortfall” means the
Class A Note Interest Shortfall, the Class B Note Interest Shortfall and/or the
Class C Note Interest Shortfall, as applicable.


 


A-1-20

















 


“Note Owner” means, with respect to
a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as
reflected on the books of the applicable Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).


 


“Note Pool
Factor” as of the close of business on a Distribution Date means a
seven-digit decimal figure equal to the Outstanding Amount of a class of Notes
divided by the original Outstanding Amount of such class of Notes.  The Note Pool Factor for each class will be
1.0000000 as of the Closing Date; thereafter, the Note Pool Factor for each
class will decline to reflect reductions in the Outstanding Amount of that
class of Notes.


 


“Note Rates”
means, with respect to any Accrual Period, the Class A-1 Rate, the Class A-2
Rate, the Class A-3 Rate, the Class A-4 Rate, the Class A-5 Rate, the Class B
Rate and the Class C Rate for such Accrual Period, collectively.


 


“Note Register” and “Note
Registrar” have the respective meanings specified in Section 2.04 of the
Indenture.


 


“Noteholder” or “Holder”
means either a Class A Noteholder, a Class B Noteholder or a Class C
Noteholder, as the context requires.


 


“Noteholders’ Interest Distribution
Amount” means the Class A Noteholders’ Interest Distribution Amount, the
Class B Noteholders’ Interest Distribution Amount and the Class C Noteholders’
Interest Distribution Amount.


 


“Noteholders’ Principal Distribution
Amount” means the Class A Noteholders’ Principal Distribution Amount, the
Class B Noteholders’ Principal Distribution Amount and the Class C Noteholders’
Principal Distribution Amount.


 


“Notes”
means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes, the Class A-5 Notes, the Class B Notes and the Class C Notes,
collectively.


 


“Obligor” on a Trust Student Loan
means the borrower or co-borrowers of such Trust Student Loan and any other
Person who owes payments in respect of such Trust Student Loan.


 


“Officers’ Certificate” means (i)
in the case of the Trust, a certificate signed by any two Authorized Officers
of the Trustee, under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.01 of the Indenture, and
delivered to the Indenture Trustee, and (ii) in the case of the Depositor, the
Administrator or the Servicer, a certificate signed by any two Authorized
Officers of the Depositor, the Administrator or the Servicer, as applicable.


 


 “Operating
Agreement” means the Limited Liability Company Operating Agreement of the
Depositor, as such agreement may be amended or supplemented from time to time.


 


“Opinion of Counsel” means (i) with
respect to the Trust, one or more written opinions of counsel who may, except
as otherwise expressly provided in the Indenture, be employees of or


 


A-1-21

















 


counsel to the
Trustee, the Trust, the Depositor or an Affiliate of the Depositor and who
shall be satisfactory to the Indenture Trustee, and which opinion or opinions
shall be addressed to the Indenture Trustee as Indenture Trustee, shall comply
with any applicable requirements of Section 11.01 of the Indenture and shall be
in form and substance satisfactory to the Indenture Trustee, and (ii) with
respect to the Depositor, the Administrator or the Servicer, one or more
written opinions of counsel who may be an employee of or counsel to the
Depositor, the Administrator or the Servicer, which counsel shall be acceptable
to the Indenture Trustee and the Trustee.


 


“Outstanding” means, as of the date
of determination, all Notes theretofore authenticated and delivered under the
Indenture except (i) Notes theretofore cancelled by the Note Registrar or
delivered to the Note Registrar for cancellation, (ii) Notes or portions
thereof, for which payment has been made to the applicable Noteholders in
reduction of the outstanding principal balance thereof or for which money in
the necessary amount has been theretofore deposited with the Indenture Trustee
or any Paying Agent in trust for the Noteholders thereof (provided, however,
that if such Notes are to be redeemed, notice of such redemption has been duly
given pursuant to the Indenture), and (iii) Notes in exchange for or in lieu of
other Notes which have been authenticated and delivered pursuant to the
Indenture unless proof satisfactory to the Indenture Trustee is presented that
any such Notes are held by a bona fide purchaser; provided, that in
determining whether the Noteholders of the requisite Outstanding Amount of the
Notes have given any request, demand, authorization, direction, notice, consent
or waiver hereunder or under any other Basic Document, Notes owned by the
Trust, any other obligor upon the Notes, the Depositor or any Affiliate of any
of the foregoing Persons shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Indenture Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that a Responsible Officer of the Indenture
Trustee either actually knows to be so owned or has received written notice
thereof shall be so disregarded.  Notes
so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Indenture Trustee the
pledgee’s right so to act with respect to such Notes and that the pledgee is
not the Trust, any other obligor upon the Notes, the Depositor or any Affiliate
of any of the foregoing Persons.


 


“Outstanding Amount” means the
aggregate principal amount of all (or, if specified, a subset of) Notes
Outstanding at the date of determination.


 


“Paying Agent” means the Indenture
Trustee or any other Person that meets the eligibility standards for the
Indenture Trustee specified in Section 6.11 of the Indenture and is authorized
by the Trustee on behalf of the Trust to make the payments to and distributions
from the Collection Account and payments of principal of and interest and any
other amounts owing on the Notes on behalf of the Trust.


 


“Person”
means any individual, corporation, estate, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization, limited liability company, limited liability
partnership or government or any agency or political subdivision thereof.


 


A-1-22

















 


“Physical Property” has the meaning
assigned to such terms in the definition of “Delivery” above.


 


“Pool Balance” means, as of the
last day of a Collection Period, the aggregate principal balance of the Trust
Student Loans as of the beginning of such Collection Period, including accrued
interest as of the beginning of such Collection Period, that is expected to be
capitalized, plus interest that accrues during such Collection Period that are
capitalized or are to be capitalized and which were not included in the prior
Pool Balance, as reduced by (i) all payments received by the Trust through the
last day of such Collection Period from Obligors (other than Recoveries), (ii)
all amounts received by the Trust through that date from purchases of the Trust
Student Loans by SLM Education Credit Finance Corporation, VG Funding or the
Servicer, (iii) the aggregate principal balance of all Trust Student Loans that
became Charged-Off Loans during such Collection Period, and (iv) the amount of
any adjustments to balances of the Trust Student Loans that the Servicer makes
under the Servicing Agreement through the last day of such Collection
Period.  The principal balance of a Trust
Student Loan that became a Charged-Off Loan during a prior Collection Period
shall be deemed to be zero.


 


“Predecessor Note” means, with
respect to any particular Note, every previous Note evidencing all or a portion
of the same debt as that evidenced by such particular Note; and, for the
purpose of this definition, any Note authenticated and delivered under Section
2.05 of the Indenture and in lieu of a mutilated, lost, destroyed or stolen
Note shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Note.


 


“Primary Servicing Fee” for any
Monthly Servicing Payment Date has the meaning specified in Attachment A to the
Servicing Agreement, and shall include any such fees from prior Monthly
Servicing Payment Dates that remain unpaid.


 


“Principal Distribution Account”
means the account designated as such, established and maintained pursuant to
Section 2.03(a)(iv) of the Administration Agreement.


 


“Principal
Distribution Amount” means the sum of the First Priority Principal
Distribution Amount, the Second Priority Principal Distribution Amount, the
Third Priority Principal Distribution Amount, and the Regular Principal
Distribution Amount for a Distribution Date.


 


“Proceeding” means any suit in
equity, action at law or other judicial or administrative proceeding.


 


“Program” means one of the loan
programs under which a MED Loan, MBA Loan, LAW Loan or Signature Student Loan
was originated.


 


“Purchase
Agreement” means either the SLM ECFC Purchase Agreement or the VG Funding
Purchase Agreement.


 


“Purchase Amount” with respect to
any Trust Student Loan means the amount required to prepay in full such Trust
Student Loan under the terms thereof including all accrued interest thereon.


 


A-1-23

















 


“Purchased Student Loan” means a
Trust Student Loan which is, as of the close of business on the last, day of a
Collection Period, purchased by the Servicer pursuant to Section 3.05 of the
Servicing Agreement or repurchased by the Depositor pursuant to Section 6.01 of
the Sale Agreement or purchased by the Sellers pursuant to Section 6.01 of the Purchase
Agreements.


 


“Rating Agency”
means Moody’s, Standard & Poor’s and Fitch.  If any such organization or successor thereto
is no longer in existence, “Rating Agency” with respect to such organization
shall be a nationally recognized statistical rating organization or other
comparable Person designated by the Administrator, notice of which designation
shall be given to the Indenture Trustee, the Trustee and the Servicer.


 


“Rating Agency Condition” means,
with respect to any action, that each Rating Agency shall have been given 10
days’ prior notice thereof and that each of the Rating Agencies shall have
notified the Administrator, the Servicer, the Trustee and the Indenture Trustee
in writing that such action will not result in and of itself in a reduction or
withdrawal of the then current rating of any of the Notes.


 


“Record Date”
means, with respect to a Distribution Date or Redemption Date, the close of
business on the day preceding such Distribution Date or Redemption Date.


 


“Recoveries” means, as of any date
of determination, all amounts received by the Trust in respect of a Charged-Off
Loan after such Trust Student Loan became a Charged-Off Loan.


 


“Redemption Date” means in the case
of a payment to Noteholders pursuant to Section 10.01 of the Indenture, the
Distribution Date specified pursuant to Section 10.01 of the Indenture.


 


“Redemption Price” means an amount
equal to the Class Note Balance, plus accrued and unpaid interest thereon at
the applicable Note Rates to but excluding the Redemption Date.


 


“Reference Banks” means four major
banks in the London interbank market selected by the Administrator.


 


“Regular Principal Distribution Amount”
means, with respect to any Distribution Date, an amount not less than zero and
equal to:


 


(N – (AB –
SOA)) – (FPDA + SPDA + TPDA)


 


Where:


 


N = the Class Note Balance on (i) the
immediately preceding Distribution Date (after giving effect to any principal
payments made on such preceding Distribution Date) or (ii) in the case of
the first Distribution Date, the Closing Date, as the case may be;


 


AB = the Asset Balance for such
Distribution Date;


 


A-1-24

















 


SOA = the Specified Overcollateralization
Amount for such Distribution Date;


 


FPDA = the First Priority Principal
Distribution Amount, if any, for such Distribution Date;


 


SPDA = the Second Priority Principal
Distribution Amount, if any, for such Distribution Date; and


 


TPDA = the Third Priority Principal Distribution Amount, if any,
for such Distribution Date;


 


provided, however, that:


 


•                  the Regular Principal Distribution
Amount shall not exceed the Class Note Balance on such Distribution Date (after
taking into account the allocation of the First Priority Principal Distribution
Amount, the Second Priority Principal Distribution Amount and the Third
Principal Distribution Amount, if any, on such Distribution Date).


 


“Regulation
AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.


 


“Reserve Account” means the account
designated as such, established and maintained pursuant to Section 2.03(a)(ii)
of the Administration Agreement.


 


“Reserve Account
Initial Deposit” means $5,000,679.


 


“Responsible Officer” means, with
respect to the Indenture Trustee, any officer within the Corporate Trust Office
of the Indenture Trustee, including any Vice President, Assistant Vice
President, Assistant Treasurer, Assistant Secretary, or any other officer of
the Indenture Trustee customarily performing functions similar to those
performed by any of the above designated officers, with direct responsibility
for the administration of the Indenture and the other Basic Documents on behalf
of the Indenture Trustee and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.


 


“Sale Agreement”
means the Sale Agreement Master Securitization Terms Number 1000, dated as of
April 6, 2006, among the Trustee on behalf of the Trust, the Trust, the Interim
Trustee and the Depositor, and the sale agreement or agreements entered into
thereunder.


 


“Sarbanes
Certification” means the certification required by Rules 13a-14(d) and
15(d)-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes
Oxley Act of 2002).


 


A-1-25

















 


“Schedule of Trust Student Loans”
means the listing of the Trust Student Loans set forth in Schedule A to the
Indenture and the Bill of Sale (which Schedule may be in the form of
microfiche).


 


“Second Priority Principal Distribution
Amount” means, with respect to any Distribution Date, an amount not less
than zero equal to:


 


(ABN – AB) – FPDA


 


Where:


 


ABN = the sum of the Class A Note Balance
and the Class B Note Balance on (i) the immediately preceding Distribution
Date (after giving effect to any principal payments made on the Class A
Notes and the Class B Notes on such preceding Distribution Date or
(ii) in the case of the first Distribution Date, the Closing Date;


 


AB = the Asset Balance for such Distribution Date; and


 


FPDA = the First Priority Principal
Distribution Amount, if any, with respect to such Distribution Date;


 


provided, however, that:


 


(a)                                  if
a Class B Note Parity Trigger is in effect, then the Second Priority Principal
Distribution Amount shall equal (a) the sum of (i) the Class A
Noteholders’ Principal Distribution Amount and (ii) the Class B
Noteholders’ Principal Distribution Amount less (b) the First Priority
Principal Distribution Amount;


 


(b)                                 on
or after the Class B Maturity Date, the Second Priority Principal Distribution
Amount shall not be less than the amount that is necessary to reduce the Class
B Note Balance to zero; and


 


(c)                                  the
Second Priority Principal Distribution Amount shall not exceed the Class A Note
Balance and the Class B Note Balance as of such Distribution Date (after taking
into account the allocation of the First Priority Principal Distribution
Amount, if any, on such Distribution Date).


 


“Seller” means SLM Education Credit
Finance Corporation and/or VG Funding, as applicable.


 


“Seller Sale
Agreements” means the SLM ECFC Purchase Agreement and the VG Funding Purchase
Agreement, each dated April 6, 2006.


 


A-1-26

















 


“Servicer” means Sallie Mae, Inc.,
in its capacity as servicer of the Trust Student Loans, or any successor
thereto in such capacity in accordance with the Servicing Agreement.


 


“Servicer Default” means an event
specified in Section 5.01 of the Servicing Agreement.


 


“Servicer’s Report” means any
report of the Servicer delivered pursuant to Section 3.01(a) of the
Administration Agreement, substantially in the form acceptable to the
Administrator.


 


“Servicing
Agreement” means the Servicing Agreement, dated as of April 6, 2006, among
the Trust, the Trustee, the Depositor, the Servicer, the Administrator and the
Indenture Trustee.


 


“Servicing Criteria”
means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.


 


“Servicing Fee” has the meaning
specified in Attachment A to the Servicing Agreement.


 


“Signature Student Loan” means a
loan originated under the Signature Student Loan Program.


 


“SLM ECFC”
means SLM Education Credit Finance Corporation.


 


“SLM ECFC
Purchase Agreement” means the Purchase Agreement Master Securitization
Terms Number 1000, dated as of April 6, 2006, among SLM ECFC, the Interim
Trustee and the Depositor, as well as each purchase agreement entered into
thereunder.


 


“Specified
Class A Enhancement” means, for any Distribution Date, the greater of
(a) 15.0% of the Asset Balance for such Distribution Date, or (b) the
Specified Overcollateralization Amount for such Distribution Date.


 


“Specified
Class B Enhancement” means, for any Distribution Date, the greater of
(a) 10.125% of the Asset Balance for such Distribution Date, or (b) the
Specified Overcollateralization Amount for such Distribution Date.


 


“Specified
Class C Enhancement” means, for any Distribution Date, means the greater of
(a) 3.0% of the Asset Balance for such Distribution Date, or (b) the
Specified Overcollateralization Amount for such Distribution Date.


 


“Specified
Overcollateralization Amount” means, as of any Distribution Date, 2.0% of the initial Asset Balance.


 


“Specified Reserve
Account Balance” means, at any time, $5,000,679.


 


“Standard & Poor’s” means
Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies,
Inc., or any successor rating agency.


 


A-1-27

















 


“State” means any one of the 50
States of the United States of America or the District of Columbia.


 


“Statistical Cutoff Date” means March
6, 2006.


 


“Stepdown Date”
means the earlier to occur of (a) the June 2011 Distribution Date and (b) the Distribution
Date following that date on which the Class A Note Balance is reduced to zero.


 


“Student Loans” means private education loans to students and
parents of students that are not reinsured by the Department of Education or
any other government agency.


 


“Subcontractor”  means any vendor, subcontractor or other
Person that is not responsible for the overall servicing (as “servicing” is
commonly understood by participants in the student loan-backed securities
market) of Trust Student Loans but performs one or more of the discrete
functions identified in Item 1122(d) of Regulation AB with respect to the Trust
Student Loans under the direction or authority of the Administrator, Servicer
or Indenture Trustee (as applicable).


 


“Subservicer”
shall mean any Person that services the Trust Student Loans on behalf of the
Administrator, Servicer or Indenture Trustee (as applicable) and is responsible
for the performance (whether directly or through other Subservicers or
Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Administrator, Servicer or Indenture Trustee
(as applicable) that are identified in Item 1122(d) of Regulation AB.


 


“Successor Administrator” has the
meaning specified in Section 3.07(e) of the Indenture.


 


“Successor Servicer” has the
meaning specified in Section 3.07(e) of the Indenture.


 


“Swap Agreements” means the Basis
Swap Agreement I and the Basis Swap Agreement II.


 


“Swap
Counterparty” means Deutsche Bank AG, New York Branch, together with its
successors and permitted assigns under the Basis Swap Agreement I or the Basis
Swap Agreement II.  In all instances, any
references to the Swap Counterparty in plural shall be read to refer to the
Swap Counterparty, so long as each Swap Counterparty is the same entity.


 


“Swap Payment”
means, with respect to each Distribution Date, the amount payable to the Swap
Counterparty by the Trust for such date as specified in the related Swap
Agreement.


 


“Swap
Termination Date” means the date on which the related
Swap Agreement terminates in accordance with its terms.


 


“Swap
Termination Payments” has the meaning set forth in the Swap Agreements.


 


A-1-28

















 


“Telerate Page 3750” means the
display page so designated on the Moneyline Telerate Service (or such other
page as may replace that page on that service for the purpose of displaying
comparable rates or prices).


 


“Third Priority Principal Distribution
Amount” means, with respect to any Distribution Date, an amount not less
than zero equal to:


 


(N – AB) – (FPDA + SPDA)


 


Where:


 


N = the Class Note Balance on (i) the
immediately preceding Distribution Date (after giving effect to any principal
payments made on the Notes on such preceding Distribution Date) or (ii) in
the case of the first Distribution Date, the Closing Date;


 


AB = the Asset Balance for such
Distribution Date;


 


FPDA = the First Priority Principal Distribution
Amount, if any, such Distribution Date; and


 


SPDA = the Second Priority Principal Distribution Amount, if any,
for such Distribution Date;


 


provided, however, that:


 


(a)                                  if
a Class C Note Parity Trigger is in effect, then the Third Priority Principal
Distribution Amount shall equal (a) the sum of (i) the Class A Noteholders’
Principal Distribution Amount, (ii) the Class B Noteholders’ Principal
Distribution Amount and (iii) the Class C Noteholders’ Principal Distribution
Amount less (b) the First Priority Principal Distribution Amount plus the
Second Priority Principal Distribution Amount;


 


(b)                                 on
or after the Class C Maturity Date, the Third Priority Principal Distribution
Amount shall not be less than the amount that is necessary to reduce the Class
C Note Balance to zero; and


 


(c)                                  the
Third Priority Principal Distribution Amount shall not exceed the Class Note
Balance on such Distribution Date (after taking into account the allocation of
the First Priority Principal Distribution Amount and the Second Priority
Principal Distribution Amount, if any, on such Distribution Date).


 


“Three-Month
LIBOR” or “Two-Month LIBOR” means, with respect to any Accrual
Period, the London interbank offered rate for deposits in U.S. dollars having
the Index Maturity which appears on Telerate Page 3750 as of 11:00 a.m. London
time, on the related LIBOR Determination Date. 
If this rate does not appear on Telerate Page 3750, the rate for that
day will be determined on the basis of the rates at which deposits in U.S. dollars,
having the Index Maturity and in a principal amount of not less than U.S.
$1,000,000, are offered at approximately


 


A-1-29

















 


11:00 a.m., London time, on that
LIBOR Determination Date, to prime banks in the London interbank market by the
Reference Banks.  The Administrator will
request the principal London office of each Reference Bank to provide a
quotation of its rate.  If the Reference
Banks provide at least two quotations, the rate for that day will be the
arithmetic mean of the quotations.  If
the Reference Banks provide fewer than two quotations, the rate for that day
will be the arithmetic mean of the rates quoted by major banks in New York
City, selected by the Administrator, at approximately 11:00 a.m., New York City
time, on that LIBOR Determination Date, for loans in U.S. dollars to leading
European banks having the Index Maturity and in a principal amount of not less
than U.S. $1,000,000.  If the banks selected
as described above are not providing quotations, LIBOR in effect for the
applicable Accrual Period will be LIBOR for the specified maturity in effect
for the previous Accrual Period.


 


“Transfer”
means an offer, sale, pledge, transfer or other disposition of a Note or any
interest therein.


 


“Transfer Date” has the meaning
specified in Section 5.02(a) of the Administration Agreement.


 


“Treasury Regulations” means
regulations, including proposed or temporary regulations, promulgated under the
Code.  References in any document or
instrument to specific provisions of proposed or temporary regulations shall
include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations.


 


“Trigger Event”
means with respect to any Distribution Date, that the Cumulative Realized Losses
Test is not satisfied.


 


“Trust”
means SLM Private Credit Student Loan Trust 2006-A, a Delaware statutory trust
established pursuant to the Trust Agreement.


 


“Trust Account Property” means the
Trust Accounts, all cash and investments held from time to time in any Trust
Account (whether in the form of deposit accounts, Physical Property, book-entry
securities, uncertificated securities or otherwise), including the Reserve
Account Initial Deposit, the Collection Account Initial Deposit and all
earnings on and proceeds of the foregoing.


 


“Trust Accounts” has the meaning
specified in Section 2.03 of the Administration Agreement.


 


“Trust
Agreement” means the Short-Form Trust Agreement, dated as of December 21,
2005, between the Depositor and the Trustee, as amended and restated pursuant
to an Amended and restated Trust Agreement, dated as of March 31, 2006, and as
further amended and restated pursuant to an Amended and Restated Trust
Agreement, dated as of April 6, 2006 among the Depositor, the Trustee and the Indenture
Trustee.


 


 “Trust
Auction Date” has the meaning specified in Section 4.04 of the Indenture.


 


“Trustee” means Chase Bank USA,
National Association, a national banking association, not in its individual
capacity but solely as Trustee under the Trust Agreement.  “Trustee” shall


 


A-1-30

















 


also mean each
successor Trustee as of the qualification of such successor as Trustee under
the Trust Agreement.


 


“Trust Estate”
means all right, title and interest of the Trust (or the Trustee on behalf of
the Trust) in and to the property and rights sold, transferred and assigned to
the Trust pursuant to the Sale Agreement, all funds on deposit from time to
time in the Trust Accounts and all other property of the Trust from time to
time, including any rights of the Trustee and the Trust pursuant to the Trust
Agreement, the Administration Agreement and the Swap Agreements.


 


“Trust Indenture Act” or “TIA”
means the Trust Indenture Act of 1939 as in force on the date hereof, unless
otherwise specifically provided.


 


“Trust Student Loan” means any
student loan that is listed on the Schedule of Trust Student Loans on the
Closing Date plus any student loan that is substituted for a Trust Student Loan
by the Depositor pursuant to Section 6.01 of the Sale Agreement, by the Sellers
pursuant to Section 6.01 of the Seller Sale Agreements or by the Servicer
pursuant to Section 3.05 of the Servicing Agreement, but shall not include any
Purchased Student Loan following receipt by or on behalf of the Trust of the
Purchase Amount with respect thereto.


 


“Trust Student Loan Files” means
the documents specified in Section 2.01 of the Servicing Agreement.


 


“Two-Month LIBOR” see “Three-Month
LIBOR.”


 


“UCC” means, unless the context
otherwise requires, the Uniform Commercial Code, as in effect in the relevant
jurisdiction, as amended from time to time.


 


“Underwriter”
means each of Credit Suisse Securities (USA) LLC, Deutsche Bank Securities
Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated.


 


“VG Funding” means VG Funding, LLC.


 


“VG Funding
Trustee” means Chase Bank USA, National Association, a national banking
association, not in its individual capacity but solely as interim eligible
lender trustee for the benefit of VG Funding under the VG Funding Interim Trust
Agreement.


 


“VG Funding
Interim Trust Agreement” means the Interim Trust Agreement dated as of
March 1, 2006, between VG Funding and the VG Funding Trustee.


 


“VG Funding
Purchase Agreement” means the [Purchase Agreement Master Securitization
Terms Number 1000](3), dated as of April 6, 2006, among VG Funding, the VG
Funding Interim Trustee, the Interim Trustee and the Depositor, as well as each
purchase agreement entered into thereunder.


 


 “91-Day
Treasury Bills” means direct obligations of the United States with a
maturity of thirteen weeks.


 






(3)  Confirm
this form is being used


 


A-1-31

















 


SCHEDULE A


 


Schedule of Trust Student Loans


 


[See Schedule A to the Bill of Sale

(Attachment B to the Sale Agreement)]


 


A-1

















 


SCHEDULE
B


 


Location of Trust Student Loan Files


 


[See Attachment B to the Servicing Agreement]


 


B-1

















 


EXHIBIT
A


[Form of
Notes]


 


(See 16.1 through 16.6)


 


A-1

















 


EXHIBIT
B


 


[Form of Note Depository Agreement]


 


B-1