Exhibit
4.1


 




 


 





AMENDED AND
RESTATED


TRUST
AGREEMENT


 


 


among


 


 


SLM EDUCATION
CREDIT FUNDING LLC,


as Depositor


 


 


CHASE BANK
USA, NATIONAL ASSOCIATION,


not in its
individual capacity but solely,


as Trustee,


 


and


 


JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION

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


acting as the
Excess Distribution Certificate Paying Agent


 


 


Dated as of October 27,
2005


 




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS AND USAGE

  	
   

  
	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions
  and Usage

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  ORGANIZATION

  	
   

  
	
   

  	
   

  
	
  Section 2.01.

  	
  Creation
  of Trust; Name

  	
   

  
	
  Section 2.02.

  	
  Office

  	
   

  
	
  Section 2.03.

  	
  Purposes
  and Powers

  	
   

  
	
  Section 2.04.

  	
  Appointment
  of Trustee

  	
   

  
	
  Section 2.05.

  	
  Initial
  Capital Contribution of Trust Estate

  	
   

  
	
  Section 2.06.

  	
  Declaration
  of Trust

  	
   

  
	
  Section 2.07.

  	
  Liability
  of the Holders of Excess Distribution Certificate

  	
   

  
	
  Section 2.08.

  	
  Title
  to Trust Property

  	
   

  
	
  Section 2.09.

  	
  Representations,
  Warranties, and Covenants of the Depositor

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  BENEFICIAL OWNERSHIP AND EXCESS
  DISTRIBUTION CERTIFICATE

  	
   

  
	
   

  	
   

  
	
  Section 3.01.

  	
  Initial
  Beneficial Ownership

  	
   

  
	
  Section 3.02.

  	
  Corporate
  Trust Office

  	
   

  
	
  Section 3.03.

  	
  The
  Excess Distribution Certificate

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  ACTIONS BY TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 4.01.

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

  	
   

  
	
  Section 4.02.

  	
  Action
  with Respect to Sale of the Trust Student Loans

  	
   

  
	
  Section 4.03.

  	
  Action
  with Respect to Bankruptcy

  	
   

  
	
  Section 4.04.

  	
  Restrictions

  	
   

  



 





















 


	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

  	
   

  
	
   

  	
   

  
	
  Section 5.01.

  	
  Application
  of Trust Funds

  	
   

  
	
  Section 5.02.

  	
  Method
  of Payment

  	
   

  
	
  Section 5.03.

  	
  No
  Segregation of Moneys; No Interest

  	
   

  
	
  Section 5.04.

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

  	
   

  
	
  Section 5.05.

  	
  Signature
  on Returns

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  AUTHORITY AND DUTIES OF TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 6.01.

  	
  General
  Authority

  	
   

  
	
  Section 6.02.

  	
  General
  Duties

  	
   

  
	
  Section 6.03.

  	
  Action Upon Instruction

  	
   

  
	
  Section 6.04.

  	
  No
  Duties Except as Specified in this Agreement or in Instructions

  	
   

  
	
  Section 6.05.

  	
  No
  Action Except under Specified Documents or Instructions

  	
   

  
	
  Section 6.06.

  	
  Restrictions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  CONCERNING THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 7.01.

  	
  Acceptance
  of Trusts and Duties

  	
   

  
	
  Section 7.02.

  	
  Reserved

  	
   

  
	
  Section 7.03.

  	
  Representations
  and Warranties

  	
   

  
	
  Section 7.04.

  	
  Reliance;
  Advice of Counsel

  	
   

  
	
  Section 7.05.

  	
  Not
  Acting in Individual Capacity

  	
   

  
	
  Section 7.06.

  	
  Trustee
  Not Liable for Excess Distribution Certificate or Trust Student Loans

  	
   

  
	
  Section 7.07.

  	
  Trustee
  May Own Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  
	
  COMPENSATION AND INDEMNITY OF TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 8.01.

  	
  Trustee’s
  Fees and Expenses

  	
   

  
	
  Section 8.02.

  	
  Payments
  to the Trustee

  	
   

  
	
  Section 8.03.

  	
  Indemnity

  	
   

  



 


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  ARTICLE IX

  	
   

  
	
   

  	
   

  
	
  TERMINATION OF TRUST AGREEMENT

  	
   

  
	
   

  	
   

  
	
  Section 9.01.

  	
  Termination
  of Trust Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  
	
  SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES

  	
   

  
	
   

  	
   

  
	
  Section 10.01.

  	
  Eligibility
  Requirements for Trustee

  	
   

  
	
  Section 10.02.

  	
  Resignation
  or Removal of Trustee

  	
   

  
	
  Section 10.03.

  	
  Successor
  Trustee

  	
   

  
	
  Section 10.04.

  	
  Merger or Consolidation of Trustee

  	
   

  
	
  Section 10.05.

  	
  Appointment of Co-Trustee or Separate Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  Section 11.01.

  	
  Supplements and Amendments

  	
   

  
	
  Section 11.02.

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

  	
   

  
	
  Section 11.03.

  	
  Limitations on Rights of Others

  	
   

  
	
  Section 11.04.

  	
  Notices

  	
   

  
	
  Section 11.05.

  	
  Severability

  	
   

  
	
  Section 11.06.

  	
  Separate Counterparts

  	
   

  
	
  Section 11.07.

  	
  Successors
  and Assigns

  	
   

  
	
  Section 11.08.

  	
  No Petition

  	
   

  
	
  Section 11.09.

  	
  No
  Recourse

  	
   

  
	
  Section 11.10.

  	
  Headings

  	
   

  
	
  Section 11.11.

  	
  Governing Law

  	
   

  



 


	
  Exhibit A

  	
  Form of
  Excess Distribution Certificate

  	
   

  
	
  Exhibit B

  	
  Form of
  Certificate of Trust

  	
   

  
	
  Exhibit C

  	
  Form of
  Transferor Letter

  	
   

  
	
  Exhibit D-1

  	
  Form of
  Transferee Letter (Non-Rule 144A)

  	
   

  
	
  Exhibit D-2

  	
  Form of
  Transferee Letter (Rule 144A)

  	
   

  
	
   

  	
   

  	
   

  
	
  Appendix A-1 to Trust Agreement

  	
   

  
	
   

  	
   

  
	
  Annex 1

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

  	
   

  
	
  Annex 2

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

  	
   

  



 


iii





















 


TRUST AGREEMENT


 


This AMENDED AND RESTATED TRUST AGREEMENT, dated as of
October 27, 2005 (the “Agreement”), is among SLM EDUCATION CREDIT FUNDING
LLC, a Delaware limited liability company, as depositor (the “Depositor”),
CHASE BANK USA, NATIONAL ASSOCIATION (formerly known as Chase Manhattan Bank
USA, National Association), a national banking association, not in its
individual capacity but solely as the Trustee (the “Trustee”), and JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as
the Indenture Trustee, acting as the Excess Distribution Certificate Paying
Agent (the “Indenture Trustee”).


 


WITNESSETH:


 


WHEREAS, the Depositor and the Trustee are parties to
the trust agreement dated as of June 9, 2005 (the “Short-Form Trust
Agreement”) pursuant to which a trust known as “SLM Private Credit Student Loan
Trust 2005-B” was established; and


 


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


 


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


 


ARTICLE I


 


DEFINITIONS
AND USAGE


 


Section 1.01.          Definitions and Usage.  Except as otherwise
specified herein or as the context may otherwise require, capitalized terms
used but not otherwise defined herein are defined in Appendix A hereto, which
also contains rules as to usage that shall be applicable herein.


 


ARTICLE II


 


ORGANIZATION


 


Section 2.01.          Creation of Trust; Name.  There is hereby created a
Trust which shall be known as “SLM Private Credit Student Loan Trust 2005-B”,
in which name the Trustee may conduct the business of the Trust, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued.  The Trust shall constitute a
statutory trust within the meaning of Section 3801(a) of the Delaware
Statutory Trust Act for which the Trustee has filed or caused to be filed a
certificate of trust with the Secretary of State of the State of Delaware
pursuant to Section 3810(a) of the Delaware Statutory Trust Act.


 





















 


Section 2.02.          Office.  The office of the Trust
shall be in care of the Trustee at its Corporate Trust Office or at such other
address as the Trustee may designate by written notice to the Depositor.


 


Section 2.03.          Purposes and Powers.  The purpose of the Trust is
to engage in the following activities:


 


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


 


(ii)           with the proceeds of the
sale of the Notes, to fund the Reserve Account and the Cash Capitalization
Account pursuant to Section 2.08 of the Administration Agreement, to make
the Collection Account Initial Deposit and to purchase the Trust Student Loans
pursuant to the Depositor Sale Agreement;


 


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


 


(iv)          to enter into and perform
its obligations under the Basic Documents to which it is to be a party,
including, but not limited to, any payments that may be owed by the Trust under
the Swap Agreements;


 


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


 


(vi)          subject to compliance with
the Basic Documents, to engage in such other activities as may be required in
connection with conservation of the Trust Estate and the making of
distributions to the Noteholders and the others specified in Sections 2.07 and
2.08 of the Administration Agreement.


 


The
Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the other Basic Documents.


 


Section 2.04.          Appointment of Trustee.  The Depositor hereby
appoints the Trustee as trustee of the Trust, effective as of the date hereof,
to have all the rights, powers and duties set forth herein. The Trust is not
intended to be a “business trust” for purposes of the Bankruptcy Code.


 


Section 2.05.          Initial Capital
Contribution of Trust Estate.  The Depositor hereby sells, assigns,
transfers, conveys and sets over to the Trustee, as of the date hereof, the sum
of $100.00.  The Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of the
foregoing contribution, which shall constitute the Initial Trust Estate and
shall be deposited in the Collection Account. 
The Depositor shall pay the organizational expenses of the Trust as they
may arise or shall, upon the request of the Trustee, promptly reimburse the
Trustee for any such expenses paid by the Trustee.


 


2





















 


Section 2.06.          Declaration of Trust.  The Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the holder of the Excess
Distribution Certificate, subject to the obligations of the Trust under the
other Basic Documents.  It is the
intention of the parties hereto that the Trust constitute a statutory trust under
Delaware law and that this Agreement constitute the governing instrument of
such trust. Effective as of the date hereof, the Trustee shall have all rights,
powers and duties set forth herein and in the Delaware Statutory Trust Act with
respect to accomplishing the purposes of the Trust.


 


Section 2.07.          Liability of the Holders
of Excess Distribution Certificate.


 


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


 


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


 


Section 2.08.          Title to Trust Property.  Legal title to all of the
Trust Estate shall be vested at all times in the Trust as a separate legal
entity except where applicable law in any jurisdiction requires title to any
part of the Trust Estate to be vested in a trustee or trustees, in which case
title shall be deemed to be vested in the Trustee, a co-trustee and/or a
separate trustee, as the case may be.


 


Section 2.09.          Representations,
Warranties, and Covenants of the Depositor.  The Depositor hereby represents, warrants and
covenants to the Trustee as follows:


 


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


 


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


 


3





















 


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


 


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


 


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


 


ARTICLE III


 


BENEFICIAL
OWNERSHIP AND

EXCESS DISTRIBUTION CERTIFICATE


 


Section 3.01.          Initial Beneficial
Ownership. 
Upon the formation of the Trust by the contribution by the Depositor
pursuant to Section 2.05 and until the issuance of the Excess Distribution
Certificate, the Depositor shall be the sole beneficial owner of the Trust.


 


Section 3.02.          Corporate Trust Office.  The Trustee initially
designates Christiana Center/OPS4, 500 Stanton Christiana Road, Newark,
Delaware 19713, as its principal Corporate Trust Office, at which it shall act
as Trustee of the Trust.  The Excess
Distribution Certificate Registrar’s New York office and its authenticating
agent’s office are located at 399 Park Avenue, New York, New York 10022,
Attention:  Structured Finance Services.


 


Section 3.03.          The Excess Distribution
Certificate.


 


(a)           General. 
The Excess Distribution Certificate shall be issued in one or more
registered, definitive, physical certificates substantially in the form of Exhibit A
hereto, in minimum percentage interests of at least 10% and integral multiples
of 10% in excess thereof.  The Excess
Distribution Certificate shall receive payments as provided in Section 2.07(c)(xv)
and Section 2.08 of the Administration Agreement.  The Excess Distribution Certificate shall be
executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Trustee.  An
Excess Distribution Certificate bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Trust, shall be valid and binding obligations of the
Trust, notwithstanding that such individuals or any of them shall have ceased
to be so authorized prior to the authentication and


 


4





















 


delivery of
such Excess Distribution Certificate or did not hold such offices at the date
of authentication and delivery of such Excess Distribution Certificate.


 


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


 


(c)           Registration of Transfer and Exchange.  The Excess Distribution Certificate Registrar
shall keep or cause to be kept, at the office or agency maintained pursuant to
clause (f) below, an Excess Distribution Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of the Excess Distribution Certificate and of
transfers and exchanges of the Excess Distribution Certificate as herein
provided.  JPMorgan Chase Bank, National
Association shall be the initial Excess Distribution Certificate Registrar.


 


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


 


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


 


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


 


5





















 


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


 


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


 


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


 


(e)           Persons Deemed Owners.  Prior to due presentation of the Excess
Distribution Certificate for registration of transfer, the Trustee and the
Excess Distribution Certificate Registrar and any agent of either of them may
treat the Person in whose name the Excess Distribution Certificate shall be
registered in the Excess Distribution Certificate Register as the owner of such
Excess Distribution Certificate for the purpose of receiving distributions
thereon and for all other purposes whatsoever, and neither the Trustee, the
Excess Distribution Certificate Registrar nor any agent thereof shall be bound
by any notice to the contrary.


 


(f)            Maintenance of Office or Agency.  The Trustee shall maintain in the Borough of
Manhattan, The City of New York, an office or offices or agency or agencies
where the Excess


 


6





















 


Distribution
Certificate may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustee in respect of the Excess
Distribution Certificate may be served.


 


(g)           Appointment of Excess Distribution Certificate Paying Agent.  The Excess Distribution
Certificate Paying Agent shall make distributions to the holder of the Excess
Distribution Certificate from the amounts received from the Indenture Trustee pursuant
to Section 2.07(c)(xv) and Section 2.08 of the Administration
Agreement and shall report the amounts of such distributions to the Indenture
Trustee (if the Excess Distribution Certificate Paying Agent is not the
Indenture Trustee).  Any Excess Distribution
Certificate Paying Agent shall have the revocable power to receive such funds
from the Indenture Trustee for the purpose of making the distributions referred
to above.  The Trustee may revoke such
power and remove the Excess Distribution Certificate Paying Agent if the
Trustee determines in its sole discretion that the Excess Distribution
Certificate Paying Agent shall have failed to perform its obligations under
this Agreement in any material respect. 
The Excess Distribution Certificate Paying Agent shall initially be the
Indenture Trustee, and any co-paying agent chosen by the Trustee and consented
to by the Administrator (which consent shall not be unreasonably
withheld).  The Indenture Trustee shall
be permitted to resign as Excess Distribution Certificate Paying Agent upon 30
days’ written notice to the Trustee.  In
the event that the Indenture Trustee shall no longer be the Excess Distribution
Certificate Paying Agent, the Trustee shall appoint a successor to act as
Excess Distribution Certificate Paying Agent (which shall be a bank or trust
company).  The Trustee shall cause such
successor Excess Distribution Certificate Paying Agent or any additional Excess
Distribution Certificate Paying Agent appointed by the Trustee to execute and
deliver to the Trustee an instrument in which such successor Excess
Distribution Certificate Paying Agent or additional Excess Distribution
Certificate Paying Agent shall agree with the Trustee that as Excess
Distribution Certificate Paying Agent, such successor Excess Distribution
Certificate Paying Agent or additional Excess Distribution Certificate Paying
Agent will hold all sums, if any, held by it for payment to the holder of the
Excess Distribution Certificate in trust for the benefit of such holder until
such sums shall be paid to such holder. 
The Excess Distribution Certificate Paying Agent shall return all
unclaimed funds to the Trustee and upon removal of an Excess Distribution
Certificate Paying Agent such Excess Distribution Certificate Paying Agent
shall also return all funds in its possession to the Trustee.  The provisions of Sections 7.01, 7.03, 7.04,
7.05, 8.01 and 8.03 shall apply to the Indenture Trustee also in its role as
Excess Distribution Certificate Paying Agent, for so long as the Indenture
Trustee shall act as Excess Distribution Certificate Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder.  Any reference in this Agreement to the Excess
Distribution Certificate Paying Agent shall include any co-paying agent unless
the context requires otherwise.


 


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


 


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


 


7





















 


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


 


B.            No transfer of the Excess
Distribution Certificate will be registered by the Trustee or the Excess
Distribution Certificate Registrar unless the Trustee, the Certificate
Registrar, the Administrator, and, if it is not the proposed transferor, the
Depositor receives a representation from the proposed transferee of the Excess
Distribution Certificate, substantially in the form of Exhibit D-1 or D-2,
as the case may be, that such transferee is not acquiring the Excess
Distribution Certificate directly or indirectly for, on behalf of or with the
assets of a Plan.  If any proposed
transferee shall become a holder of the Excess Distribution Certificate in
violation of these provisions, then the last preceding permitted transferee
shall be restored, to the extent permitted by law, to all rights as holder of
the Excess Distribution Certificate, retroactive to the date of registration of
such transfer of the Excess Distribution Certificate.  Neither the Trustee nor the Excess
Distribution Certificate Registrar shall have any liability to any person for
any registration or transfer of the Excess Distribution Certificate that is not
permitted or for making any payments due on the Excess Distribution Certificate
to the holder or taking any action with respect to such holder under this
Agreement.  Any proposed


 


8





















 


transferee who
becomes a holder of the Excess Distribution Certificate shall agree to
indemnify the Trustee, the Excess Distribution Certificate Registrar, a Swap
Counterparty, the Administrator, and, if it is not the proposed transferor, the
Depositor, against any loss, damage or penalty incurred as a result of the
transfer of the Excess Distribution Certificate to such proposed transferee in
violation of such restrictions.


 


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


 


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


 


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


 


ARTICLE IV


 


ACTIONS BY
TRUSTEE


 


Section 4.01.          Prior Notice to the
Holder of the Excess Distribution Certificate With Respect to Certain Matters.  With respect to the
following matters, the Trustee shall not take action unless at least 30 days
before the taking of such action, the Trustee shall have notified the holder of
the Excess Distribution Certificate and each of the Rating Agencies in writing
of the proposed action and the holder shall not have notified the Trustee in
writing prior to the 30th calendar day after such notice is given that it has
withheld consent or provided alternative direction:


 


(a)           the initiation of any material claim or lawsuit by the Trust (except
claims or lawsuits brought in connection with the collection of the Trust
Student Loans) and the compromise of any material action, claim or lawsuit
brought by or against the Trust (except with respect to the aforementioned
claims or lawsuits for collection of Trust Student Loans);


 


(b)           the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any class of Noteholders is required;


 


9





















 


(c)           the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any class of Noteholder is not required and
such amendment materially adversely affects the interest of the holder of the
Excess Distribution Certificate; or


 


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


 


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


 


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


 


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


 


ARTICLE V


 


APPLICATION
OF TRUST FUNDS; CERTAIN DUTIES


 


Section 5.01.          Application of Trust
Funds.


 


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


 


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


 


Section 5.02.          Method of Payment.  Distributions required to
be made to the holder of the Excess Distribution Certificate on any
Distribution Date shall be made to the holder of record on the preceding Record
Date either by wire transfer, in immediately available funds, to the account of
such holder at a bank or other entity having appropriate facilities therefor,
if such holder shall have provided to the Excess Distribution Certificate
Registrar appropriate written instructions signed by two authorized officers,
if any, at least five Business Days prior to such Distribution Date, or, if
not, by check mailed to such holder at the address of such holder appearing in
the Excess Distribution Certificate Register.


 


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Section 5.03.          No Segregation of Moneys;
No Interest. 
Subject to Section 5.01, moneys received by the Trustee hereunder
need not be segregated in any manner except to the extent required by law or
the Administration Agreement and may be deposited under such general conditions
as may be prescribed by law, and the Trustee shall not be liable for any
interest thereon.


 


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


 


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


 


ARTICLE VI


 


AUTHORITY
AND DUTIES OF TRUSTEE


 


Section 6.01.          General Authority.  The Trustee is authorized
and directed to execute and deliver the Basic Documents to which the Trust is
to be a party and each certificate or other document attached as an exhibit to
or contemplated by the Basic Documents to which the Trust is to be a party, in
each case, in such form as the Depositor shall approve as evidenced
conclusively by the Trustee’s execution thereof, and, on behalf of the Trust,
to direct the Indenture Trustee to authenticate and deliver Notes in the
aggregate principal amount of $1,701,647,000. 
In addition to the foregoing, the Trustee is authorized to take all
actions required of the Trust pursuant to the Basic Documents.  The Trustee is further authorized from time
to time to take such action as the Administrator directs or instructs with
respect to the Basic Documents and is directed to take such action to the
extent that the Administrator is expressly required pursuant to the Basic
Documents to cause the Trustee to act.


 


Section 6.02.          General Duties.  It shall be the duty of the
Trustee to discharge (or cause to be discharged) all its responsibilities
pursuant to the terms of this Agreement, the other Basic Documents to which the
Trust is a party and to administer the Trust in the interest of the Noteholders
and the holder of the Excess Distribution Certificate subject to and in
accordance with the provisions of this Agreement and the other Basic
Documents.  Without limiting the
foregoing, the Trustee shall on behalf of the Trust file and prove any claim or
claims that may exist on behalf of the Trust against the Depositor in connection
with any claims paying procedure as part of an insolvency or a receivership
proceeding involving the Depositor. 
Notwithstanding the foregoing, the Trustee shall be deemed to have
discharged its duties and


 


11





















 


responsibilities
hereunder and under the other Basic Documents to the extent the Administrator
has agreed in the Administration Agreement to perform and act or to discharge
any duty of the Trustee hereunder or under any other Basic Document, and the
Trustee shall not be held liable for the default or failure of the
Administrator to carry out its obligations under the Administration
Agreement.  Except as expressly provided
in the Basic Documents, the Trustee shall have no obligation to administer, service
or collect the Trust Student Loans or to maintain, monitor or otherwise
supervise the administration, servicing or collection of the Trust Student
Loans.


 


Section 6.03.          Action Upon Instruction.


 


(a)           Reserved.


 


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


 


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


 


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


 


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Section 6.04.          No Duties Except as Specified
in this Agreement or in Instructions.  The Trustee shall not have any duty or
obligation to manage, make any payment with respect to, register, record, sell,
service, dispose of or otherwise deal with the Trust Estate, or to otherwise
take or refrain from taking any action under, or in connection with, any
document contemplated hereby to which the Trustee is a party, except as
expressly provided by the terms of this Agreement or in any document or written
instruction received by the Trustee pursuant to Section 6.03; and no
implied duties or obligations shall be read into this Agreement or any other
Basic Document against the Trustee. The Trustee shall have no responsibility
for filing any financing or continuation statement in any public office at any
time or to otherwise perfect or maintain the perfection of any security
interest or lien granted to it hereunder or to prepare or file any Commission
filing for the Trust or to record this Agreement or any other Basic Document.  The Trustee nevertheless agrees that it will,
at its own cost and expense, promptly take all action as may be necessary to
discharge any Liens on any part of the Trust Estate that result from actions
by, or claims against, Chase Bank USA, National Association in its individual capacity
or as the Trustee that are not related to the ownership or the administration
of the Trust Estate.


 


Section 6.05.          No Action Except under
Specified Documents or Instructions.  The Trustee shall not otherwise deal with any
part of the Trust Estate except (i) in accordance with the powers granted
to and the authority conferred upon the Trustee pursuant to this Agreement, (ii) in
accordance with the other Basic Documents to which it is a party and (iii) in
accordance with any document or instruction delivered to the Trustee pursuant
to Section 6.03.


 


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


 


ARTICLE VII


 


CONCERNING
THE TRUSTEE


 


Section 7.01.          Acceptance of Trusts and
Duties.  The
Trustee accepts the trusts hereby created and agrees to perform its duties
hereunder with respect to such trusts but only upon the terms of this
Agreement.  The Trustee also agrees to
disburse all moneys actually received by it constituting part of the Trust
Estate upon the terms of this Agreement and the other Basic Documents.  The Trustee shall not be answerable or
accountable hereunder or under any other Basic Document under any
circumstances, except (i) for its own willful misconduct or negligence or (ii) in
the case of the inaccuracy of any representation or warranty contained in Section 7.03
expressly made by the Trustee.  In
particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):


 


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


 


13





















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.02.          Reserved.


 


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


 


(a)           It is a national banking association duly organized and validly
existing in good standing under the laws of the United States and has its
principal office located within the State


 


14





















 


of
Delaware.  It has all requisite banking
power and authority to execute, deliver and perform its obligations under this
Agreement.


 


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


 


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


 


Section 7.04.          Reliance; Advice of
Counsel.


 


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


 


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


 


Section 7.05.          Not Acting in Individual
Capacity. 
Except as provided in this Article VII, in accepting the trusts
hereby created Chase Bank USA, National Association acts solely as Trustee
hereunder and not in its individual capacity and all Persons having any claim
against the Trustee by reason of the transactions contemplated by this
Agreement or any other Basic Document shall look only to the Trust Estate for
payment or satisfaction thereof.


 


Section 7.06.          Trustee Not Liable for
Excess Distribution Certificate or Trust Student Loans.  The recitals contained
herein and in the Excess Distribution Certificate (other than the


 


15





















 


signature of
and authentication by the Trustee on the Excess Distribution Certificate) shall
be taken as the statements of the Depositor and the Trustee assumes no
responsibility for the correctness thereof. 
The Trustee makes no representations as to the validity or sufficiency
of this Agreement, the Excess Distribution Certificate, or any other Basic
Document (other than the signature of and authentication by the Trustee on the
Excess Distribution Certificate), or the Notes, or of any Trust Student Loan or
related documents.  The Trustee shall at
no time have any responsibility for or with respect to the legality, validity
and enforceability of any Trust Student Loan, or for or with respect to the
sufficiency of the Trust Estate or its ability to generate the payments to be
distributed to the holders of the Excess Distribution Certificates under this
Agreement or the Noteholders under the Indenture, including the existence and
contents of any computer or other record of any Trust Student Loan; the
validity of the assignment of any Trust Student Loan to the Trustee on behalf
of the Trust; the completeness of any Trust Student Loan; the performance or
enforcement (except as expressly set forth in any Basic Document) of any Trust
Student Loan; the compliance by the Depositor or the Servicer with any warranty
or representation made under any Basic Document or in any related document or
the accuracy of any such warranty or representation or any action or inaction
of the Administrator, the Indenture Trustee or the Servicer or any subservicer
taken in the name of the Trustee.


 


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


 


ARTICLE VIII


 


COMPENSATION
AND INDEMNITY OF TRUSTEE


 


Section 8.01.          Trustee’s Fees and
Expenses. 
The Trustee shall receive as compensation for its services hereunder
such fees as have been separately agreed upon before the date hereof between
the Depositor and the Trustee, and the Trustee shall be entitled to be
reimbursed by the Depositor, to the extent provided in such separate agreement,
for its other reasonable expenses (including the reasonable fees and expenses
of counsel and independent accountants) hereunder.


 


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


 


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


 


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ARTICLE IX


 


TERMINATION
OF TRUST AGREEMENT


 


Section 9.01.          Termination of Trust
Agreement.


 


(a)           This Agreement (other than Article VIII) and the Trust shall
terminate and be of no further force or effect upon the final distribution by
the Trustee of all moneys or other property or proceeds of the Trust Estate in
accordance with the terms of the Indenture, the Administration Agreement and Article V
hereof and (2) the filing of the certificate of cancellation by the
Trustee pursuant to Section 9.01(b) below of this Agreement.  The bankruptcy, liquidation, dissolution,
death or incapacity of any holder of an Excess Distribution Certificate, shall
not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such
holder’s legal representatives or heirs to claim an accounting or to take any
action or proceeding in any court for a partition or winding up of all or any
part of the Trust or Trust Estate nor (z) otherwise affect the rights,
obligations and liabilities of the parties hereto.


 


(b)           Except as provided in Section 9.01(a), none of the Depositor,
any Noteholder or any holder of an Excess Distribution Certificate shall be
entitled to revoke or terminate the Trust.


 


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


 


ARTICLE X


 


SUCCESSOR
TRUSTEES AND

ADDITIONAL TRUSTEES


 


Section 10.01.        Eligibility Requirements
for Trustee. 
The Trustee shall at all times (i) be an entity having its
principal place of business in the State of Delaware and otherwise complying
with Section 3807 of the Delaware Statutory Trust Act, (ii) be
authorized to exercise statutory trust powers, (iii) have a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or state authorities and (iv) have (or have a
parent which has) a rating in respect of its long-term senior unsecured debt of
at least BBB- (or the equivalent) by each of the Rating Agencies (or which, if
the long-term senior unsecured debt of such entity is not rated by any Rating
Agency, shall have provided to the Indenture Trustee written confirmation from
such Rating Agency that the appointment of such entity to serve as Trustee will
not result in and of itself in a reduction or withdrawal of the then current
rating of any of the Notes).  If the
Trustee shall publish reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section, the combined capital and surplus of the
Trustee shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.  In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in Section 10.02.


 


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Section 10.02.        Resignation or Removal of
Trustee.  The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator.  Upon receiving such notice of resignation,
the Administrator shall promptly appoint a successor Trustee meeting the
eligibility requirements of Section 10.01 by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. 
If no successor Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee; provided, however, that such
right to appoint or to petition for the appointment of any such successor shall
in no event relieve the resigning Trustee from any obligations otherwise
imposed on it under the Basic Documents until such successor has in fact
assumed such appointment.


 


If at any time the Trustee shall cease to be or shall
be likely to cease to be eligible in accordance with the provisions of Section 10.01
and shall fail to resign after written request therefor by the Administrator,
or if at any time an Insolvency Event with respect to the Trustee shall have
occurred and be continuing, then the Administrator may remove the Trustee.  If the Administrator shall remove the Trustee
under the authority of the immediately preceding sentence, the Administrator
shall promptly appoint a successor Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the outgoing Trustee so removed
and one copy to the successor Trustee and payment of all fees owed to the
outgoing Trustee.


 


Any resignation or removal of the Trustee and
appointment of a successor Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Trustee
pursuant to Section 10.03, payment of all fees and expenses owed to the
outgoing Trustee and the filing of a certificate of amendment to the Trust’s
certificate of trust pursuant to Section 3810(b) of the Delaware
Statutory Trust Act.  The Administrator
shall provide notice of such resignation or removal of the Trustee and to each
of the Rating Agencies.


 


Section 10.03.        Successor Trustee.  Any successor Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver
to the Administrator and to its predecessor Trustee an instrument accepting
such appointment under this Agreement, and thereupon the resignation or removal
of the predecessor Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor under this
Agreement, with like effect as if originally named as Trustee.  The predecessor Trustee shall upon payment of
its fees and expenses deliver to the successor Trustee all documents,
statements, moneys and properties held by it under this Agreement; and the
Administrator and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.


 


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


 


18





















 


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


 


Section 10.04.        Merger or Consolidation of
Trustee.  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall, without the execution or filing of any instrument or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, be the successor of the Trustee hereunder; provided,
that such corporation shall be eligible pursuant to Section 10.01; and provided,
further, that the Trustee shall mail notice of such merger or
consolidation to the Rating Agencies not less than 15 days prior to the
effective date thereof and shall file an amendment to the Certificate of Trust
as required under the Delaware Statutory Trust Act.


 


Section 10.05.        Appointment of Co-Trustee
or Separate Trustee.  Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust may at the time be located, the
Administrator and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee, meeting the eligibility requirements of clauses (i) through (iii) of
Section 10.01, to act as co-trustee, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Estate, and to
vest in such Person, in such capacity, such title to the Trust Estate, or any
part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Administrator and the
Trustee may consider necessary or desirable. 
If the Administrator shall not have joined in such appointment within 15
days after the receipt by it of a request so to do, the Trustee alone shall
have the power to make such appointment. 
No co-trustee or separate trustee under this Agreement shall be required
to meet the terms of eligibility as a successor trustee pursuant to clauses
(iv), (v) and (vi) of Section 10.01 and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 10.03.


 


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


 


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


 


19





















 


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


 


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


 


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


 


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


 


ARTICLE XI


 


MISCELLANEOUS


 


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


 


This Agreement may also be amended from time to time
by the Depositor and the Trustee, with prior written notice to the Rating
Agencies, with the consent of Noteholders evidencing not less than a majority
of the Outstanding Amount of the Notes, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or modifying in any manner the rights of the Noteholders; provided,
however, that no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on Trust Student Loans or distributions that shall be required to be
made for the benefit of the Noteholders or (b) reduce the aforesaid
percentage of the Outstanding Amount of the Notes required to consent to any
such amendment, without the consent of all the outstanding Noteholders.


 


20





















 


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


 


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


 


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


 


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


 


Section 11.02.        No Legal Title to Trust
Estate in Holder of the Excess Distribution Certificate.  The holder of the Excess
Distribution Certificate shall not have legal title to any part of the Trust
Estate. The holder of the Excess Distribution Certificate shall be entitled to
receive distributions with respect to its undivided beneficial ownership
interest therein only in accordance with Section 3.03 of this
Agreement.  No transfer, by operation of
law or otherwise, of any right, title, or interest of the holder of the Excess
Distribution Certificate to and in its beneficial ownership interest in the
Trust Estate shall operate to terminate this Agreement or the trusts hereunder
or entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the Trust Estate.


 


Section 11.03.        Limitations on Rights of
Others. 
Except for Section 2.07, the provisions of this Agreement are
solely for the benefit of the Trustee, the Depositor, the holder of the Excess
Distribution Certificate, the Administrator and, to the extent expressly
provided herein, the Indenture Trustee, the Noteholders and a Swap Counterparty,
and nothing in this Agreement (other than Section 2.07), whether express
or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Trust Estate or under or in respect of
this Agreement or any covenants, conditions or provisions contained herein.


 


Section 11.04.        Notices.  Unless otherwise expressly
specified or permitted by the terms hereof, all notices shall be in writing and
shall be deemed given upon receipt by the intended recipient or three Business
Days after mailing if mailed by certified mail, postage prepaid


 


21





















 


(except that
notice to the Trustee shall be deemed given only upon actual receipt by the
Trustee), if to the Trustee, addressed to its Corporate Trust Office; if to the
Depositor, addressed to SLM Education Credit Funding LLC, 20 Hemingway Drive,
East Providence, Rhode Island 02915, or, as to each party, at such other
address as shall be designated by such party in a written notice to each other
party.


 


Section 11.05.        Severability.  Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


Section 11.06.        Separate Counterparts.  This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.


 


Section 11.07.        Successors and Assigns.  All covenants and
agreements contained herein shall be binding upon to the benefit of, the Depositor
and its successors, the Trustee and its successors, each holder of the Excess
Distribution Certificate and its successors and permitted assigns, all as
herein provided.  Any request, notice,
direction, consent, waiver or other instrument or action by a Noteholder or the
holder of an Excess Distribution Certificate shall bind the successors and
assigns of such holder.


 


Section 11.08.        No Petition.


 


(a)           The Depositor will not at any time institute against the Trust any
bankruptcy proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Excess
Distribution Certificate, the Notes, this Agreement or any of the other Basic
Documents.


 


(b)           The Trustee (not in its individual capacity but solely as Trustee),
by entering into this Agreement, the holder of the Excess Distribution
Certificate by accepting the Excess Distribution Certificate, and the Indenture
Trustee and each Noteholder by accepting the benefits of this Agreement, hereby
covenant and agree that they will not at any time institute against the
Depositor or the Trust, or join in any institution against the Depositor or the
Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership
or liquidation proceedings, or other proceedings under any United States
Federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, this Agreement or any of the other Basic Documents.


 


Section 11.09.        No Recourse.  Each holder of the Excess Distribution
Certificate by accepting the Excess Distribution Certificate acknowledges that
such holder’s certificate represents beneficial interests in the Trust only and
do not represent interests in or obligations of the Depositor, the Servicer,
the Administrator, the Trustee, the Indenture Trustee, a Swap Counterparty or
any Affiliate thereof or any officer, director or employee of any thereof and
no recourse may be had against such parties or their assets, except as may be
expressly set forth or


 


22





















 


contemplated
in this Agreement, the Excess Distribution Certificate or the other Basic
Documents.


 


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


 


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


 


23





















 


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


 


	
   

  	
  CHASE BANK USA,

  
	
   

  	
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely
  as

  
	
   

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
            /S/
  JOHN J. CASHIN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John J. Cashin

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SLM EDUCATION CREDIT FUNDING LLC,

  
	
   

  	
  as Depositor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
            /S/
  JOHN J. CASHIN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John J. Cashin

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged and agreed as to

  	
   

  
	
  Section 3.03(c) and
  Section 3.03(g)

  	
   

  
	
  of this Amended and Restated Trust
  Agreement:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as the Indenture Trustee, acting as the
  Excess

  Distribution Certificate Paying Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
            /S/
  JAMES P. BOWDEN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James P. Bowden

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
						



 


24





















 


EXHIBIT A

TO THE TRUST AGREEMENT


 


[FORM OF EXCESS DISTRIBUTION
CERTIFICATE]

SEE REVERSE FOR CERTAIN DEFINITIONS


 


[PLEASE SEE ATTACHED]


 


A-1





















 


EXHIBIT B


 


FORM OF


 


CERTIFICATE OF TRUST

OF

SLM PRIVATE CREDIT STUDENT LOAN

TRUST 2005-B


 


This Certificate of Trust of
SLM PRIVATE CREDIT STUDENT LOAN TRUST 2005-B (the “Trust”) is being duly
executed and filed on behalf of the Trust by the undersigned, as trustee, to
form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801
et seq.) (the “Act”).


 


1.             Name.  The name of the statutory
trust formed by this Certificate of Trust is SLM PRIVATE CREDIT STUDENT LOAN
TRUST 2005-B.


 


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


 


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


 


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


 


 


	
   

  	
  CHASE BANK USA,

  
	
   

  	
  NATIONAL ASSOCIATION, not in its

  
	
   

  	
  individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


B-1





















 


EXHIBIT C

[FORM OF TRANSFEROR LETTER]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


12061 Bluemont Way


Reston, Virginia 20190


 


Chase Bank USA, National Association


as Trustee and Excess Distribution
Certificate Registrar


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:          SLM Private Credit Student Loan Trust 2005-B,


Excess Distribution Certificate
(the “Certificate”)


 


Ladies and Gentlemen:


 


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


 


 


	
  Very truly yours,

  
	
   

  
	
   

  	
   

  
	
  [Print Name of Transferor]

  
	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  



 


C-1





















 


EXHIBIT D-1

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


 


[Date]


 


Sallie Mae, Inc.


as Administrator


12061 Bluemont Way


Reston, Virginia 20190


 


Chase Bank USA, National Association


as Trustee and Excess Distribution
Certificate Registrar


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:          SLM Private Credit Student Loan Trust 2005-B,


Excess Distribution Certificate
(the “Certificate”)


 


Ladies and Gentlemen:


 


In connection with our acquisition of the above
Certificate, we certify that (a) we understand that the Certificate is not
being registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws and is being transferred to us in a
transaction that is exempt from the registration requirements of the Securities
Act and any such laws, (b) we are an institutional “accredited investor,”
as defined in Rule 501 (a) (1), (2), (3) or (7) of
Regulation D under the Securities Act or an entity in which all of the equity
owners come within such paragraphs, and have such knowledge and experience in
financial and business matters that we are capable of evaluating the merits and
risks of investments in the Certificate, (c) we have had the opportunity
to ask questions of and receive answers from the Depositor concerning the
purchase of the Certificate and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificate, (d) we
are not acquiring the Certificate for, by or for the account of (i) any
Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code,
if such acquisition, or the management or servicing of the Trust or its assets,
would cause a non-exempt prohibited transaction in violation of Section 406
of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan
subject to a substantially similar federal, state, local or foreign law, if
such acquisition would cause a non-exempt violation of such substantially
similar law, (iii) any person who is not a United States person within the
meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru
entity” referred to in Section 1(h)(10)(D), (E) or (F) of the
Code, the income of which pass-thru entity is includible directly or indirectly
through one or more other such pass-thru entities by any person referred to in
clause (iii) above, (e) we are acquiring the Certificate for
investment for our own account and not with a view to any distribution of the
Certificate (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificate in accordance with clause (g) below),
(f) we have not offered or sold the Certificate to, or solicited offers to
buy the Certificate from, any


 


D-1-1





















 


person, or otherwise approached or negotiated with any person with
respect thereto, or taken any other action which would result in a violation of
Section 5 of the Securities Act, and (g) we will not sell, transfer
or otherwise dispose of the Certificate unless (1) such sale, transfer or
other disposition is made pursuant to an effective registration statement under
the Securities Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Letter that such sale, transfer or other disposition may
be made pursuant to an exemption from the Securities Act, (2) the
purchaser or transferee of such Certificate has executed and delivered to you a
certificate to substantially the same effect as this certificate and (3) the
purchaser or transferee has otherwise complied with any conditions for transfer
set forth in the Trust Agreement relating to the Certificate.


 


Except as otherwise specified herein or as the context
may otherwise require, capitalized terms used but not otherwise defined herein
are defined in Appendix A to the Amended and Restated Trust Agreement dated as
of October 27, 2005, among SLM Education Credit Funding LLC, as the
Depositor, Chase Bank USA, National Association, not in its individual
capacity, but solely as the Trustee, and JPMorgan Chase Bank, National
Association, not in its individual capacity, but solely as the Indenture
Trustee, acting as the Excess Distribution Certificate Paying Agent.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Print Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


D-1-2





















 


EXHIBIT D-2

[FORM OF TRANSFEREE LETTER (RULE 144A)]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


12061 Bluemont Way


Reston, Virginia 20190


 


Chase Bank USA, National Association


as Trustee and Excess Distribution
Certificate Registrar


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:          SLM Private Credit Student Loan Trust 2005-B,


Excess Distribution Certificate
(the “Certificate”)


 


Ladies and Gentlemen:


 


In connection with our acquisition of the above
Certificate, we certify that (a) we understand that the Certificate is not
being registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws and are being transferred to us in a
transaction that is exempt from the registration requirements of the Securities
Act and any such laws, (b) we have such knowledge and experience in
financial and business matters that we are capable of evaluating the merits and
risks of investments in the Certificate, (c) we have had the opportunity
to ask questions of and receive answers from the Depositor concerning the
purchase of the Certificate and all matters relating thereto or any additional information
deemed necessary to our decision to purchase the Certificate, (d) we are
not acquiring the Certificate by or for the account of (i) any Benefit
Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such
acquisition, or the management or servicing of the Trust or its assets, would
cause a non-exempt prohibited transaction in violation of Section 406 of
ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject
to a substantially similar federal, state, local or foreign law, if such
acquisition would cause a non-exempt violation of such substantially similar
law, (iii) any person who is not a United States person within the meaning
of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity”
referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the
income of which pass-thru entity is includible directly or indirectly through
one or more other such pass-thru entities by any person referred to in clause (iii) above,
(e) we have not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Certificate, any interest in the
Certificate or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Certificate, any interest
in the Certificate or any other similar security from, or otherwise approached
or negotiated with respect to the Certificate, any interest in the Certificate
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other


 


D-2-1





















 


manner, or taken any other action, that would constitute a distribution
of the Certificate under the Securities Act or that would render the disposition
of the Certificate a violation of Section 5 of the Securities Act or
require registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificate, (f) we
are a “qualified institutional buyer” as that term is defined in Rule 144A
under the Securities Act (“Rule 144A”) and have completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2.  We are aware that the sale to us is
being made in reliance on Rule 144A. 
We are acquiring the Certificate for our own account or for resale
pursuant to Rule 144A and further understand that the Certificate may be
resold, pledged or transferred only (1) to a person reasonably believed to
be a qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant
to another exemption from registration under the Securities Act.


 


Except as otherwise specified herein or as the context
may otherwise require, capitalized terms used but not otherwise defined herein
are defined in Appendix A to the Amended and Restated Trust Agreement dated as
of October 27, 2005, among SLM Education Credit Funding LLC, as the
Depositor, Chase Bank USA, National Association, not in its individual
capacity, but solely as the Trustee, and JPMorgan Chase Bank, National
Association, not in its individual capacity, but solely as the Indenture
Trustee, acting as the Excess Distribution Certificate Paying Agent.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Print Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


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ANNEX 1

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[For
Transferees Other Than Registered Investment Companies]


 


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


 


1.                                       As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.


 


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


 


o                                    Corporation, etc.  The Buyer is a corporation (other than a
bank, savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization described in Section 501
(c) (3) of the Internal Revenue Code of 1986, as amended.


 


o                                    Bank. 
The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised by the
State or territorial banking commission or similar official or is a foreign
bank or equivalent institution, and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements, a
copy of which is attached hereto.


 


o                                    Savings and Loan.  The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a State
or Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b) has
an audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.


 










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


 


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o                                    Broker-dealer.  The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.


 


o                                    Insurance Company.  The Buyer is an insurance company whose
primary and predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or agency of a
State, territory or the District of Columbia.


 


o                                    State or Local Plan.  The Buyer is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees.


 


o                                    ERISA Plan.  The Buyer is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security Act of 1974.


 


o                                    Investment Advisor.  The Buyer is an investment advisor registered
under the Investment Advisors Act of 1940.


 


o                                    Small Business Investment Company.  The Buyer is a small business investment
company licensed by the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958.


 


o                                    Business Development Company.  The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.


 


o                                    Qualified Institutional Buyers.  The Buyer owned and/or invested on a
discretionary basis less than $100,000,000, but it is an entity in which all of
the equity owners are qualified institutional buyers.


 


3.                                       The term “securities” as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are
part of an unsold allotment to or subscription by the Buyer, if the Buyer is a
dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of
deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities
owned but subject to a repurchase agreement and (viii) currency, interest
rate and commodity swaps.


 


4.                                       For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports
its securities holdings in its financial statements on the basis of their
market value, and (ii) no current information with respect to the cost of
those securities has been published.  If
clause (ii) in the preceding sentence applies, the securities may be
valued at market.  Further, in
determining such aggregate amount, the Buyer may have included securities owned
by subsidiaries of the Buyer, but only if such


 


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subsidiaries
are consolidated with the Buyer in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under the Buyer’s direction.  However, such securities were not included if
the Buyer is a majority-owned, consolidated subsidiary of another enterprise
and the Buyer is not itself a reporting company under the Securities Exchange
Act of 1934, as amended.


 


5.                                       The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificate
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.


 


6.                                       Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of
any changes in the information and conclusions herein.  Until such notice is given, the Buyer’s
purchase of the Certificate will constitute a reaffirmation of this
certification as of the date of such purchase. 
In addition, if the Buyer is a bank or savings and loan is provided
above, the Buyer agrees that it will furnish to such parties updated annual
financial statements promptly after they become available.


 


 


	
   

  
	
   

  	
   

  
	
  [Print Name of Transferee]

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  
					



 


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ANNEX 2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[For
Transferees That are Registered Investment Companies]


 


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


 


1.                                       As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the
Securities Act of 1933, as amended (“Rule 144A”) because Buyer is part of
a Family of Investment Companies (as defined below), is such an officer of the
Adviser.


 


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


 


o                                    The
Buyer owned $                        
in securities (other than the excluded securities referred to below) as of the
end of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A).


 


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


 


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


 


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4.                                       The term “securities” as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer’s Family
of Investment Companies, (ii) securities issued or guaranteed by the U.S.
or any instrumentality thereof, (iii) bank deposit notes and certificates
of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest
rate and commodity swaps.


 


5.                                       The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Letter to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule 144A.  In addition, the Buyer will only purchase for
the Buyer’s own account.


 


6.                                       Until the date of purchase of the Certificate, the undersigned will
notify the parties listed in the Rule 144A Transferee Letter to which this
certification relates of any changes in the information and conclusions herein.  Until such notice is given, the Buyer’s
purchase of the Certificate will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.


 


 


	
   

  	
   

  
	
   

  	
  Print Name of Buyer or Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [IF AN ADVISER:]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name of Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


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