Exhibit
4.2


 




 


 





INDENTURE


 


 


between


 


 


SLM PRIVATE
CREDIT STUDENT LOAN TRUST 2005-B,


as Issuer


 


 


and


 


 


JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION,


not in its individual capacity but


solely as
Indenture Trustee


 


 


Dated as of October 1,
2005


 




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  DEFINITIONS AND USAGE

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions and Usage

  	
   

  
	
  Section 1.02.

  	
  Incorporation by Reference of Trust
  Indenture Act

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  THE NOTES

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form

  	
   

  
	
  Section 2.02.

  	
  Execution, Authentication and Delivery

  	
   

  
	
  Section 2.03.

  	
  Temporary Notes

  	
   

  
	
  Section 2.04.

  	
  Registration; Registration of Transfer and Exchange

  	
   

  
	
  Section 2.05.

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
   

  
	
  Section 2.06.

  	
  Persons Deemed Owner

  	
   

  
	
  Section 2.07.

  	
  Payment of Principal and Interest; Note Interest Shortfall

  	
   

  
	
  Section 2.08.

  	
  Cancellation

  	
   

  
	
  Section 2.09.

  	
  Release of Collateral

  	
   

  
	
  Section 2.10.

  	
  Book-Entry Notes

  	
   

  
	
  Section 2.11.

  	
  Notices to Clearing Agency

  	
   

  
	
  Section 2.12.

  	
  Definitive Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Payment to Noteholders

  	
   

  
	
  Section 3.02.

  	
  Maintenance of Office or Agency

  	
   

  
	
  Section 3.03.

  	
  Money for Payments To Be Held in Trust

  	
   

  
	
  Section 3.04.

  	
  Existence

  	
   

  
	
  Section 3.05.

  	
  Protection of Indenture Trust Estate

  	
   

  
	
  Section 3.06.

  	
  Opinions as to Indenture Trust Estate

  	
   

  
	
  Section 3.07.

  	
  Performance of Obligations; Servicing of
  Trust Student Loans

  	
   

  
	
  Section 3.08.

  	
  Negative Covenants

  	
   

  
	
  Section 3.09.

  	
  Annual Statement as to Compliance

  	
   

  
	
  Section 3.10.

  	
  Issuer May Consolidate, etc., Only on
  Certain Terms

  	
   

  
	
  Section 3.11.

  	
  Successor or Transferee

  	
   

  
	
  Section 3.12.

  	
  No Other Business

  	
   

  
	
  Section 3.13.

  	
  No Borrowing

  	
   

  
	
  Section 3.14.

  	
  Obligations of Servicer and Administrator

  	
   

  
	
  Section 3.15.

  	
  Guarantees, Loans, Advances and Other
  Liabilities

  	
   

  
	
  Section 3.16.

  	
  Capital Expenditures

  	
   

  
	
  Section 3.17.

  	
  Restricted Payments

  	
   

  
	
  Section 3.18.

  	
  Notice of Events of Default

  	
   

  
	
  Section 3.19.

  	
  Further Instruments and Acts

  	
   

  



 


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  ARTICLE IV

  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Satisfaction and Discharge of Indenture

  	
   

  
	
  Section 4.02.

  	
  Application of Trust Money

  	
   

  
	
  Section 4.03.

  	
  Repayment of Moneys Held by Paying Agent

  	
   

  
	
  Section 4.04.

  	
  Auction of Trust Student Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  REMEDIES

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Events of Default

  	
   

  
	
  Section 5.02.

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
   

  
	
  Section 5.03.

  	
  Collection of Indebtedness and Suits for
  Enforcement by Indenture Trustee

  	
   

  
	
  Section 5.04.

  	
  Remedies; Priorities

  	
   

  
	
  Section 5.05.

  	
  Optional Preservation of the Trust Student
  Loans

  	
   

  
	
  Section 5.06.

  	
  Limitation of Suits

  	
   

  
	
  Section 5.07.

  	
  Unconditional Rights of Noteholders To
  Receive Principal and Interest

  	
   

  
	
  Section 5.08.

  	
  Restoration of Rights and Remedies

  	
   

  
	
  Section 5.09.

  	
  Rights and Remedies Cumulative

  	
   

  
	
  Section 5.10.

  	
  Delay or Omission Not a Waiver

  	
   

  
	
  Section 5.11.

  	
  Control by Noteholders

  	
   

  
	
  Section 5.12.

  	
  Waiver of Past Defaults

  	
   

  
	
  Section 5.13.

  	
  Undertaking for Costs

  	
   

  
	
  Section 5.14.

  	
  Waiver of Stay or Extension Laws

  	
   

  
	
  Section 5.15.

  	
  Action on Notes

  	
   

  
	
  Section 5.16.

  	
  Performance and Enforcement of Certain
  Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  THE INDENTURE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Duties of Indenture Trustee

  	
   

  
	
  Section 6.02.

  	
  Rights of Indenture Trustee

  	
   

  
	
  Section 6.03.

  	
  Individual Rights of Indenture Trustee

  	
   

  
	
  Section 6.04.

  	
  Indenture Trustee’s Disclaimer

  	
   

  
	
  Section 6.05.

  	
  Notice of Defaults

  	
   

  
	
  Section 6.06.

  	
  Reports by Indenture Trustee to Noteholders

  	
   

  
	
  Section 6.07.

  	
  Compensation and Indemnity

  	
   

  
	
  Section 6.08.

  	
  Replacement of Indenture Trustee

  	
   

  
	
  Section 6.09.

  	
  Successor Indenture Trustee by Merger

  	
   

  
	
  Section 6.10.

  	
  Appointment of Co-Trustee or Separate Trustee

  	
   

  
	
  Section 6.11.

  	
  Eligibility; Disqualification

  	
   

  
	
  Section 6.12.

  	
  Preferential Collection of Claims Against
  Issuer

  	
   

  



 


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  ARTICLE VII

  NOTEHOLDERS’ LISTS AND REPORTS

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Issuer to Furnish Indenture Trustee Names
  and Addresses of Noteholders

  	
   

  
	
  Section 7.02.

  	
  Preservation of Information; Communications
  to Noteholders

  	
   

  
	
  Section 7.03.

  	
  Reports by Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  ACCOUNTS, DISBURSEMENTS AND RELEASES

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Collection of Money

  	
   

  
	
  Section 8.02.

  	
  Trust Accounts

  	
   

  
	
  Section 8.03.

  	
  General Provisions Regarding Accounts

  	
   

  
	
  Section 8.04.

  	
  Release of Indenture Trust Estate

  	
   

  
	
  Section 8.05.

  	
  Opinion of Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Supplemental Indentures Without Consent of
  Noteholders

  	
   

  
	
  Section 9.02.

  	
  Supplemental Indentures With Consent of
  Noteholders

  	
   

  
	
  Section 9.03.

  	
  Execution of Supplemental Indentures

  	
   

  
	
  Section 9.04.

  	
  Effect of Supplemental Indenture

  	
   

  
	
  Section 9.05.

  	
  Conformity with Trust Indenture Act

  	
   

  
	
  Section 9.06.

  	
  Reference in Notes to Supplemental
  Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  REDEMPTION OF NOTES

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Redemption

  	
   

  
	
  Section 10.02.

  	
  Form of Redemption Notice

  	
   

  
	
  Section 10.03.

  	
  Notes Payable on Redemption Date

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Compliance Certificates and Opinions, etc

  	
   

  
	
  Section 11.02.

  	
  Form of Documents Delivered to
  Indenture Trustee

  	
   

  
	
  Section 11.03.

  	
  Acts of Noteholders

  	
   

  
	
  Section 11.04.

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

  	
   

  
	
  Section 11.05.

  	
  Notices to Noteholders; Waiver

  	
   

  
	
  Section 11.06.

  	
  Alternate Payment and Notice Provisions

  	
   

  
	
  Section 11.07.

  	
  Conflict with Trust Indenture Act

  	
   

  
	
  Section 11.08.

  	
  Effect of Headings and Table of Contents

  	
   

  
	
  Section 11.09.

  	
  Successors and Assigns

  	
   

  
	
  Section 11.10.

  	
  Separability

  	
   

  
	
  Section 11.11.

  	
  Benefits of Indenture

  	
   

  
	
  Section 11.12.

  	
  Legal Holidays

  	
   

  



 


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  Section 11.13.

  	
  GOVERNING LAW

  	
   

  
	
  Section 11.14.

  	
  Counterparts

  	
   

  
	
  Section 11.15.

  	
  Recording of Indenture

  	
   

  
	
  Section 11.16.

  	
  Trust Obligations

  	
   

  
	
  Section 11.17.

  	
  No Petition

  	
   

  
	
  Section 11.18.

  	
  Inspection

  	
   

  



 


	
  APPENDICES, SCHEDULES AND EXHIBITS

  
	
   

  	
   

  	
   

  
	
  APPENDIX A-1

  	
  Definitions and Usage

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
  Schedule of Trust Student Loans

  	
   

  
	
  SCHEDULE B

  	
  Location of Trust Student Loan Files

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Forms of Notes

  	
   

  
	
  EXHIBIT B

  	
  Form of Note Depository Agreement

  	
   

  



 


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INDENTURE


 


This INDENTURE, dated as of October 1, 2005, is between SLM
PRIVATE CREDIT STUDENT LOAN TRUST 2005-B, a Delaware statutory trust (the “Issuer”),
and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association,
as trustee and not in its individual capacity but solely as indenture trustee
(the “Indenture Trustee”).


 


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


 


GRANTING CLAUSE


 


The Issuer hereby Grants to the Indenture Trustee, as trustee for the
benefit of the Noteholders, effective as of the Closing Date all of their
right, title and interest in and to the following:


 


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


 


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


 


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


 


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


 


(e)           the Administration Agreement;


 


(f)            the Swap Agreements;


 


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


 


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


 





















 


property which at any time constitute all
or part of or are included in the proceeds of any of the foregoing
(collectively, the “Collateral”).


 


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


 


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


 


ARTICLE I



DEFINITIONS AND USAGE


 


Section 1.01.          Definitions and Usage.  Except as otherwise
specified herein or as the context may otherwise require, capitalized terms
used but not otherwise defined herein are defined in Appendix A-1 hereto, which
also contains rules as to usage that shall be applicable herein.


 


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


 


“Commission” means the Securities and Exchange Commission.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


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


 


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


 


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


 


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ARTICLE II



THE NOTES


 


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


 


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


 


Each Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibit A
are part of the terms of this Indenture.


 


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


 


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


 


The Indenture Trustee shall upon Issuer Order authenticate and deliver
Notes for original issue in an aggregate principal amount of $1,701,647,000, of
which $476,000,000 shall be denominated Class A-1 Notes, $593,000,000
shall be denominated Class A-2 Notes, $100,000,000 shall be denominated Class A-3
Notes, $400,109,000 shall be denominated Class A-4 Notes, $55,581,000
shall be denominated Class B Notes and $76,957,000 shall be denominated Class C
Notes.


 


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


 


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


 


Section 2.03.          Temporary Notes.  Pending the preparation of
Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order
the Indenture Trustee shall authenticate and deliver, temporary Notes which are
printed, lithographed, typewritten, mimeographed or


 


3





















 


otherwise
produced, of the tenor of the Definitive Notes in lieu of which they are issued
and with such variations not inconsistent with the terms of this Indenture
determined to be appropriate by the Responsible Officer of the Issuer executing
the temporary Notes, as evidenced by his or her execution of such temporary
Notes.


 


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


 


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


 


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


 


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


 


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


 


4





















 


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


 


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


 


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


 


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


 


Any transfer or assignment of any Note or any interest in any Note that
is not effected pursuant to the provisions of this Indenture, such as a
transfer or assignment not reflected on the Note Register, shall be null and
void and shall not be taken into account by, or be binding upon, the Indenture
Trustee or any other party.


 


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


 


5





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6





















 


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


 


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


 


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


 


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


 


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


 


7





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.12.          Definitive Notes.  If (i) the
Administrator advises the Indenture Trustee in writing that the Clearing Agency
is no longer willing or able to discharge its responsibilities with respect to
the Notes, and the Administrator is unable to locate a successor, (ii) the
Administrator at its option advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency, or (iii) after
the occurrence of an Event of Default, a


 


8





















 


Servicer
Default or an Administrator Default, Note Owners representing beneficial
interests aggregating at least a majority of the Outstanding Amount of the
Notes advise the Clearing Agency (which shall then notify the Indenture
Trustee) in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interests of the Note Owners, then the
Indenture Trustee shall cause the Clearing Agency to notify all Note Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Notes to Note Owners requesting the same.  Upon surrender to the Indenture Trustee of
the typewritten Notes representing the Book-Entry Notes by the Clearing Agency,
accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with
the instructions of the Clearing Agency. 
None of the Issuer, the Note Registrar or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the holders of the Definitive Notes as
Noteholders.


 


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


 


ARTICLE III



COVENANTS


 


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


 


Section 3.02.          Maintenance of Office or
Agency.  The
Issuer shall maintain in the Borough of Manhattan, The City of New York and in
Luxembourg, so long as any of the Notes are listed on the Luxembourg Stock
Exchange and the rules of such exchange so require, or in such other
jurisdiction if any of the Notes are listed on another stock exchange of
international standing and the rules of such other exchange so require, an
office or agency where Notes may be surrendered for registration of transfer or
exchange, and where notices and demands to or


 


9





















 


upon
the Issuer in respect of the Notes and this Indenture may be served.  The Issuer hereby initially appoints the
Indenture Trustee to serve as its agent for the foregoing purposes.  The Issuer shall give prompt written notice
to the Indenture Trustee of the location, and of any change in the location, of
any such office or agency.  If at any
time the Issuer shall fail to maintain any such office or agency or shall fail
to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and
the Issuer hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10





















 


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


 


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


 


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


 


Section 3.04.          Existence.  The Issuer shall keep in
full effect its existence, rights and franchises as a statutory trust under the
laws of the State of Delaware (unless it becomes, or any successor Issuer
hereunder is or becomes, organized under the laws of any other State or of the
United States of America, in which case the Issuer shall keep in full effect
its existence, rights and franchises under the laws of such other jurisdiction)
and shall obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to protect
the validity and enforceability of this Indenture, the Notes, the Collateral
and each other instrument or agreement included in the Indenture Trust Estate.


 


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


 


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


 


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


 


(iii)          enforce any of the
Collateral; or


 


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


 


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


 


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


 


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


 


Section 3.07.          Performance of
Obligations; Servicing of Trust Student Loans.  (a)  The Issuer will not take any action
and will use its best efforts not to permit any action to be taken by others
that would release any Person from any of such Person’s material covenants or
obligations under any instrument or agreement included in the Indenture Trust
Estate or that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any
such instrument or agreement, except as expressly provided in this Indenture,
any other Basic Document or such other instrument or agreement.


 


(b)           The
Issuer may contract with other Persons to assist it in performing its duties
under this Indenture, and any performance of such duties by a Person identified
to the Indenture


 


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


 


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


 


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


 


(e)           As promptly
as possible after the giving of notice of termination to the Servicer of the
Servicer’s rights and powers, pursuant to Section 5.01 of the Servicing
Agreement, or to the Administrator of the Administrator’s rights and powers,
pursuant to Section 5.01 of the Administration Agreement, the Issuer shall
appoint a successor servicer (the “Successor Servicer”) or a successor
administrator (the “Successor Administrator”), respectively, and such Successor
Servicer or Successor Administrator, as the case may be, shall accept its
appointment by a written assumption in a form acceptable to the Indenture
Trustee.  In the event that a Successor
Servicer or Successor Administrator has not been appointed and accepted its appointment
at the time when the Servicer or Administrator, as the case may be, ceases to
act as Servicer or Administrator, respectively, the Indenture Trustee without
further action shall automatically be appointed the Successor Servicer or
Successor Administrator, as the case may be. 
The Indenture Trustee may resign as the Successor Servicer or the
Successor Administrator by giving written notice of resignation to the Issuer
and in such event will be released from such duties and obligations, such
release not to be effective until the date a new servicer or a new
administrator enters into an agreement with the Issuer as provided below.  Upon delivery of any such notice to the
Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under
the Servicing Agreement or a new administrator as the Successor Administrator
under the Administration Agreement, as the case may be.  Any Successor Servicer or Successor


 


13





















 


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


 


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


 


(g)           Without
derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
the Issuer agrees that it will not, without the prior written consent of the
Indenture Trustee or the Noteholders of at least a majority in Outstanding
Amount of the Notes, amend, modify, waive, supplement, terminate or surrender,
or agree to any amendment, modification, supplement, termination, waiver or
surrender of, the terms of any Collateral or the Basic Documents, except to the
extent otherwise provided in the Basic Documents, or waive timely performance
or observance by the Servicer, the Administrator, the Depositor, SLM Education Credit
Finance Corporation or the Issuer under the Basic Documents; provided, however,
that no such amendment shall (i) increase or reduce in any manner the
amount of, or accelerate or delay the


 


14





















 


timing
of, distributions that are required to be made for the benefit of the
Noteholders, or (ii) reduce the aforesaid percentage of the Notes which
are required to consent to any such amendment, without the consent of the
Noteholders of all the Outstanding Notes. 
If any such amendment, modification, supplement or waiver shall be so
consented to by the Indenture Trustee or such Noteholders, the Issuer shall
give written notice thereof to each Rating Agency and agrees, promptly
following a request by the Indenture Trustee to do so, to execute and deliver,
in its own name and at its own expense, such agreements, instruments, consents
and other documents as the Indenture Trustee may deem necessary or appropriate
in the circumstances.


 


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


 


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


 


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


 


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


 


(iv)          be prohibited from entering
into any amendment to the Swap Agreements to cure any ambiguity in, or to correct
or supplement any provision of the Swap Agreements, so long as the Issuer has
determined, and the Indenture Trustee has agreed in writing at the written
direction of the Issuer, that the amendment will not materially adversely
affect the interests of the Noteholders and provided that the Indenture Trustee
has provided reasonable notice to the Rating Agencies of such amendment and
each Rating Agency has provided written confirmation that the then current
rating of the Notes will not be lowered or withdrawn.


 


Section 3.09.          Annual Statement as to
Compliance. 
The Issuer will deliver to the Indenture Trustee and each Rating Agency,
within 120 days after the end of each fiscal year of


 


15





















 


the
Issuer (commencing with the fiscal year ending December 31, 2005) an
Officers’ Certificate of the Issuer stating that:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 3.11.          Successor or Transferee.  (a)  Upon any
consolidation or merger of the Issuer in accordance with Section 3.10(a),
the Person formed by or surviving such consolidation or merger (if other than
the Issuer) shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer under this Indenture with the same effect as if
such Person had been named as the Issuer herein.


 


(b)           Upon a
conveyance or transfer of all the assets and properties of the Issuer pursuant
to Section 3.10(b), SLM Private Credit Student Loan Trust 2005-B will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of


 


17





















 


the
Issuer with respect to the Notes immediately upon the delivery by the Issuer of
written notice to the Indenture Trustee stating that SLM Private Credit Student
Loan Trust 2005-B is to be so released.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 3.18.          Notice of Events of
Default.  The
Issuer shall give the Indenture Trustee, the Swap Counterparties and the Rating
Agencies prompt written notice of each Event of Default hereunder and each
default on the part of the Depositor of its obligations under the Depositor
Sale Agreement, SLM Education Credit Finance Corporation of its obligations
under the Seller


 


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Sale
Agreements, the Servicer of its obligations under the Servicing Agreement, or
the Administrator of its obligations under the Administration Agreement.  In addition, the Issuer shall deliver to the
Indenture Trustee, the Swap Counterparties and each Rating Agency, within five
days after the occurrence thereof, written notice in the form of an Officers’
Certificate of the Issuer of any event which with the giving of notice and the
lapse of time would become an Event of Default under Section 5.01(iii),
its status and what action the Issuer is taking or proposes to take with
respect thereto.


 


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


 


ARTICLE IV



SATISFACTION AND DISCHARGE


 


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


 


(a)           either


 


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


 


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


 


(A)          have become due and payable;


 


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


 


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


 


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


 


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


 


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


 


Section 4.03.          Repayment of Moneys Held
by Paying Agent.  
In connection with the satisfaction and discharge of this Indenture with
respect to the Notes, all moneys then held by any Paying Agent other than the
Indenture Trustee under the provisions of this Indenture with respect to such
Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be
held and applied according to Section 3.03 and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.


 


Section 4.04.          Auction of Trust Student
Loans.  Any
Trust Student Loans remaining in the Trust as of the end of the Collection
Period immediately preceding the earliest Distribution Date on which the Pool
Balance is equal to 10% or less of the Initial Pool Balance three Business Days
prior to such Distribution Date (the “Trust Auction Date”) shall be offered for
sale by the Indenture Trustee unless the Servicer has exercised its option to
purchase the Trust Estate as described in Section 6.01(a) of the
Administration Agreement with respect to such Distribution Date.  The Servicer will be deemed to have waived
such option if it fails to notify the Trustee and the Indenture Trustee of its
exercise thereof in writing prior to the Indenture Trustee’s acceptance of a
bid to purchase such Trust Student Loans; provided, however, that
there shall be no such offer for sale if the Indenture Trustee fails to provide
notice to the Servicer in accordance with this Section 4.04.  The Indenture Trustee shall provide written
notice to the


 


20





















 


Servicer
of any such offer for sale at least 5 Business Days in advance of the Trust
Auction Date.  The Indenture Trustee
shall permit the Servicer or any of its Affiliates, including SLM Education
Credit Finance Corporation and the Depositor, to offer bids only if the Pool
Balance as of the applicable Trust Auction Date is equal to 10% or less of the
Initial Pool Balance and such bid does not exceed the fair market value of the
Trust Student Loans as of the Trust Auction Date.  If at least two bids are received, the
Indenture Trustee shall solicit and resolicit new bids from all participating
bidders until only one bid remains or the remaining bidders decline to resubmit
bids.  The Indenture Trustee shall accept
the highest of such remaining bids if it is equal to or in excess of both the
Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover
Servicing Fees) and the fair market value of such Trust Student Loans as of the
end of the Collection Period immediately preceding the Trust Auction Date.  If at least two bids are not received or the
highest bid after the resolicitation process is completed is not equal to or in
excess of the higher of the Minimum Purchase Amount (plus any amounts owed to
the Servicer as Carryover Servicing Fees) and the fair market value of the
Trust Student Loans, the Indenture Trustee shall not consummate such sale.  The Indenture Trustee may consult, and, at
the direction of the Depositor, shall consult, with a financial advisor,
including an underwriter of the Notes or the Administrator, to determine if the
fair market value of the Trust Student Loans has been offered.  The proceeds of any such sale will be paid at
the time set forth in Section 2.06 of the Administration Agreement and
applied in the order of priority set forth in Section 5.04(b).  If the sale is not consummated in accordance
with the foregoing, the Indenture Trustee may, but shall not be under any
obligation to, solicit bids for sale of the Trust Student Loans with respect to
future Distribution Dates upon terms similar to those described above,
including the Servicer’s waiver of its option to purchase the Trust Estate in
accordance with Section 6.01(a) of the Administration Agreement with
respect to each such future Distribution Date.


 


ARTICLE V



REMEDIES


 


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


 


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


 


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


 


(c)           default
in the observance or performance of any covenant or agreement of the Issuer
made in this Indenture (other than a covenant or agreement, a default in the
observance or performance of which is elsewhere in this Section specifically
dealt with), or any representation


 


21





















 


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


 


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


 


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


 


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


 


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


 


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


 


22





















 


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


 


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


 


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


 


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


 


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


 


(a)           In
case the Issuer shall fail forthwith to pay such amounts upon such demand, the
Indenture Trustee, in its own name and as trustee of an express trust, may
institute a Proceeding for the collection of the sums so due and unpaid, and
may prosecute such Proceeding to judgment or final decree, and may enforce the
same against the Issuer or other obligor upon such Notes and collect in the
manner provided by law out of the property of the Issuer or other obligor upon
such Notes, wherever situated, the moneys adjudged or decreed to be payable.


 


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


 


(c)           In
case there shall be pending, relative to the Issuer or any other obligor upon
the Notes or any Person having or claiming an ownership interest in the
Indenture Trust Estate, Proceedings under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in


 


23





















 


bankruptcy
or reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other, comparable judicial Proceedings relative
to the Issuer or other obligor upon the Notes, or to the creditors or property
of the Issuer or such other obligor, the Indenture Trustee, irrespective of
whether the principal of any Notes shall then be due and payable, as therein
expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such proceedings
or otherwise:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided,
however, that the Indenture Trustee may not sell or otherwise liquidate
the Indenture Trust Estate following an Event of Default, other than an Event
of Default described in Section 5.01(a) or (b), unless (A) the
Noteholders of 100% of the Outstanding Amount of the Controlling Notes consent
thereto, (B) the proceeds of such sale or liquidation distributable to the
Noteholders of the Controlling Notes are sufficient to discharge in full all
amounts then due and unpaid upon such Notes for principal and interest or (C) the
Indenture Trustee determines that the Indenture Trust Estate will not continue
to provide sufficient funds for the payment of principal of and interest on the
Controlling Notes as they would have become due if the Controlling Notes had
not been declared due and payable, and the Indenture Trustee obtains the
consent of Noteholders of 662/3% of the Outstanding
Amount of the Class A Notes; provided, further, that the
Indenture Trustee may not sell or otherwise liquidate the Indenture Trust
Estate following an Event of Default, other than an Event of Default described
in Section 5.01(a) or (b)


 


25





















 


with respect to the Class A Notes, unless (D) the
proceeds of such sale or liquidation distributable to the Class B
Noteholders plus the proceeds of the sale or liquidation of the Trust Estate
distributable to the Class C Noteholders are sufficient to pay to the Class B
Noteholders and the Class C Noteholders their respective Outstanding
Amount plus accrued and unpaid interest thereon or (E) if the proceeds of
such sale or liquidation distributable to the Class B Noteholders plus the
proceeds of the sale or liquidation of the Trust Estate distributable to the Class C
Noteholders would not be sufficient to pay to the Class B Noteholders and
the Class C Noteholders the outstanding principal plus accrued and unpaid
interest thereon, the Class B Noteholders and the Class C Noteholders
of at least a majority of the Outstanding Amount of the Class B Notes and
the Class C Notes consent thereto. 
In determining such sufficiency or insufficiency with respect to clauses
(B), (C), (D) and (E), the Indenture Trustee may, but need not, obtain and
rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Indenture Trust Estate and/or Trust Estate, as applicable,
for such purpose.


 


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


 


(i)            to the Indenture Trustee
for amounts due under Section 6.07;


 


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


 


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


 


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


 


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


 


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


 


(B)           to the Swap Counterparties
the amount of any Swap Termination Payments due to the Swap Counterparty under
the related Swap Agreement due to a Termination Event or Event of Default (as
defined in the related Swap Agreement) resulting from a “Failure to Pay or
Deliver” by the Trust under section 5(a)(i), a “Cross Default” as applies
to


 


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the Trust under section 5(a)(vi) or
a “Bankruptcy” of the Trust under Section 5(a)(vii) each of the
related Swap Agreement; provided, that if any amounts allocable to the Class A
Notes are not needed to pay Class A Noteholders’ Interest Distribution
Amount as of such Distribution Date, such amounts will be applied to pay the
portion, if any, of any Swap Termination Payments remaining unpaid;


 


(vi)          so long as any Swap Agreement
is in effect, to the Class A Noteholders, ratably, an amount sufficient to
reduce their respective Class A Note Balance to zero;


 


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


 


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


 


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


 


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


 


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


 


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


 


(xii)          to the Certificateholders,
any remaining funds.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 5.08.          Restoration of Rights and
Remedies.  If
the Indenture Trustee or any Noteholder has instituted any Proceeding to
enforce any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely to
the Indenture Trustee or to such Noteholder, then and in every such case the
Issuer, the Indenture Trustee and the Noteholders shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all


 


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rights
and remedies of the Indenture Trustee and the Noteholders shall continue as
though no such Proceeding had been instituted.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 5.12.          Waiver of Past Defaults.  Prior to the time a
judgment or decree for payment of money due has been obtained as described in Section 5.02,
the Noteholders of not less than a majority of the Outstanding Amount of the
Controlling Notes may waive any past Default and its consequences except a
Default (a) in payment when due of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of each Noteholder.  In the case of any such waiver, the Issuer,


 


29





















 


the
Indenture Trustee and the Noteholders shall be restored to their former
positions and rights hereunder, respectively: but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereto.


 


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


 


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


 


Section 5.14.          Waiver of Stay or Extension
Laws.  The
Issuer covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance
of this Indenture; and the Issuer (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Indenture Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


 


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


 


Section 5.16.          Performance and
Enforcement of Certain Obligations.


 


(a)           Promptly
following a request from the Indenture Trustee to do so and at the
Administrator’s expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and
observance by the Depositor, SLM Education Credit Finance Corporation, the
Administrator and the Servicer, as applicable, of each of their


 


30





















 


respective
obligations to the Issuer, whether directly or by assignment, under or in
connection with a Basic Document, respectively, in accordance with the terms
thereof, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with a Basic Document,
as the case may be, to the extent and in the manner directed by the Indenture
Trustee, including the transmission of notices of default on the part of the
Depositor, SLM Education Credit Finance Corporation, the Administrator or the
Servicer thereunder and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Depositor, SLM Education
Credit Finance Corporation, the Administrator or the Servicer of each of their
obligations under a Basic Document, respectively.


 


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


 


ARTICLE VI


 


THE INDENTURE TRUSTEE


 


Section 6.01.          Duties of Indenture
Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)           Except
as expressly provided in the Basic Documents, the Indenture Trustee shall have
no obligation to administer, service or collect the Trust Student Loans or to
maintain, monitor or otherwise supervise the administration, servicing or
collection of the Trust Student Loans.


 


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


 


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


 


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


 


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


 


(b)           Before
the Indenture Trustee acts or refrains from acting, it may require and shall be
entitled to receive an Officers’ Certificate of the Issuer and/or an Opinion of
Counsel.  The


 


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Indenture
Trustee may conclusively rely on any such Opinion of Counsel or Officers’
Certificate and shall not be liable for any action it takes or omits to take in
good faith in reliance on such Officers’ Certificate or Opinion of Counsel.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.07.          Compensation and
Indemnity. 
The Issuer shall cause the Depositor to pay to the Indenture Trustee
reasonable compensation for its services in accordance with a separate
agreement between the Depositor and the Indenture Trustee and shall cause the
Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket
expenses including the reasonable expenses and disbursements of its counsel
incurred or made by it as provided in such separate agreement.  The Indenture Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express
trust.  The Issuer shall cause the
Administrator to indemnify the Indenture Trustee and its directors, officers,
employees and agents against any and all losses, claims, actions, suits,
damages, liabilities, costs, penalties, taxes (excluding taxes payable by it on
any compensation received by it for its services as Indenture Trustee) or
expenses (including attorneys’ fees) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder and
under the other Basic Documents.  The
Indenture Trustee shall notify the Issuer and the Administrator promptly of any
claim for which it may seek indemnity. 
Failure by the Indenture Trustee to so notify the Issuer and the
Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder and under the other Basic Documents.  The Issuer shall cause the Administrator to
defend the claim and the Administrator shall not be liable for the legal fees
and expenses of the Indenture Trustee after it has assumed such defense; provided,
however, that, in the event that there may be a conflict between the
positions of the Indenture Trustee and the Administrator in conducting the
defense of such claim, the Indenture Trustee shall be entitled to separate
counsel acceptable to it in its sole discretion the reasonable fees and
expenses of which shall be paid by the Administrator on behalf of the Issuer.  Neither the Issuer nor the Administrator need
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee’s own willful
misconduct, negligence or bad faith.


 


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


 


Section 6.08.          Replacement of Indenture
Trustee.  No
resignation or removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee shall become effective until the acceptance of
appointment by the successor Indenture Trustee pursuant to this Section 6.08.


 


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The
Indenture Trustee may resign at any time by so notifying the Issuer.  The Noteholders of at least a majority in
Outstanding Amount of the Controlling Notes may remove the Indenture Trustee by
so notifying the Indenture Trustee and may appoint a successor Indenture
Trustee.  The Issuer shall remove the
Indenture Trustee if:


 


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


 


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


 


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


 


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


 


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


 


A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer.  Thereupon the resignation or removal of the
retiring Indenture Trustee shall become effective, and the successor Indenture
Trustee shall have all the rights, powers and duties of the Indenture Trustee
under this Indenture.  The successor
Indenture Trustee shall mail a notice of its succession to Noteholders.  The retiring Indenture Trustee shall promptly
transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


Section 6.10.          Appointment of Co-Trustee
or Separate Trustee.  (a)  Notwithstanding any other
provisions of this Indenture, at any time, for the purpose of meeting any legal
requirement of any jurisdiction in which any part of the Indenture Trust Estate
may at the time be located, the Indenture Trustee shall have the power and may
execute and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Indenture Trust Estate, and to vest in such Person or Persons,
in such capacity and for the benefit of the Noteholders, such title to the
Indenture Trust Estate, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Indenture Trustee may consider necessary or desirable.  No such appointment shall relieve the
Indenture Trustee of its obligations hereunder. 
No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.08 hereof.


 


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


 


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


 


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


 


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


 


(c)           Any
notice, request or other writing given to the Indenture Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as


 


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if
given to each of them.  Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. 
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating to
the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee.  Every such instrument
shall be filed with the Indenture Trustee.


 


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


 


Section 6.11.          Eligibility;
Disqualification. 
(a)  The Indenture Trustee shall at all times satisfy the
requirements of TIA § 310(a).  The
Indenture Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition and it shall have a long-term senior unsecured debt rating of not
less than investment grade by each of the Rating Agencies.  The Indenture Trustee shall comply with TIA § 310(b),
including the optional provision permitted by the second sentence of TIA § 310(b)(9);
provided, however, that there shall be excluded from the
operation of TIA § 310(b)(1) any indenture or indentures under which
other securities of the Issuer are outstanding if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met.


 


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


 


(c)           In the
case of the appointment hereunder of a successor Indenture Trustee with respect
to any Class of Notes pursuant to this Section 6.11, the Issuer, the
retiring Indenture Trustee and the successor Indenture Trustee with respect to
such Class of Notes shall execute and deliver an indenture supplemental
hereto wherein each successor Indenture Trustee shall accept such appointment
and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, the successor Indenture
Trustee all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Notes of the Class to which the appointment of
such successor Indenture Trustee relates, (ii) if the retiring Indenture
Trustee is not retiring with respect to all Classes of Notes, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Indenture Trustee with
respect to the Notes of each Class as to which the retiring Indenture
Trustee is not retiring shall continue to be vested in the Indenture Trustee
and (iii) shall


 


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add to
or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same trust and that each such Indenture Trustee shall be a trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Indenture Trustee; and upon the removal of the
retiring Indenture Trustee shall become effective to the extent provided
herein.


 


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


 


ARTICLE VII



NOTEHOLDERS’ LISTS AND REPORTS


 


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


 


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


 


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


 


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


 


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(c)           On
each Distribution Date, the Indenture Trustee shall provide to each Noteholder
of record as of the related Record Date the information provided by the
Administrator to the Indenture Trustee on the related Determination Date
pursuant to Section 2.09 of the Administration Agreement.  The Indenture Trustee shall make such
information available on its website at http://www.jpmorgan.com/absmbs.  In connection with any electronic
transmissions of information, including without limitation, the use of
electronic mail or internet or intranet web sites, the systems used in such
transmissions are not fully tested by the Indenture Trustee and may not be
completely reliable as to stability, robustness and accuracy.  Accordingly, the parties hereto acknowledge
and agree that information electronically transmitted as described herein may
not be relied upon as timely, accurate or complete and that the Indenture
Trustee shall have no liability hereunder in connection with such information
transmitted electronically.  The parties
hereto further acknowledge that any systems, software or hardware utilized in
posting or retrieving any such information is utilized on an “as is” basis
without representation or warranty as to the intended uses of such systems,
software or hardware.  The Indenture Trustee
makes no representation or warranty that the systems and the related software
used in connection with the electronic transmission of information are free and
clear of threats known as software and hardware viruses, time bombs, logic
bombs, Trojan horses, worms, or other malicious computer instructions,
intentional devices or techniques which may cause a component or system to
become erased, damaged, inoperable, or otherwise incapable of being used in the
manner to which it is intended, or which would permit unauthorized access
thereto.  In the event such web site is
not available, the Indenture Trustee shall use reasonable efforts to distribute
such information in a timely manner to the intended recipients.


 


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


 


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


 


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


 


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


 


(iii)          supply to the Indenture
Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders
described in TIA § 313(c)) such summaries of any


 


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information, documents and reports required
to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) as
may be required by rules and regulations prescribed from time to time by
the Commission.


 


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


 


ARTICLE VIII



ACCOUNTS, DISBURSEMENTS AND RELEASES


 


Section 8.01.          Collection of Money.  Except as otherwise
expressly provided herein, the Indenture Trustee may demand payment or delivery
of, and shall receive and collect, directly and without intervention or
assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this
Indenture.  The Indenture Trustee shall
apply all such money received by it on behalf of Noteholders or the Trust
pursuant to the Administration Agreement as provided in this Indenture.  Except as otherwise expressly provided in
this Indenture, if any default occurs in the making of any payment or
performance under any agreement or instrument that is part of the Indenture
Trust Estate, the Indenture Trustee may take such action as may be appropriate
to enforce such payment or performance, including the institution and
prosecution of appropriate Proceedings. 
Any such action shall be without prejudice to any right to claim a
Default under this Indenture and any right to proceed thereafter as provided in
Article V.


 


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


 


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


 


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


 


40





















 


and, in
connection with any direction to the Indenture Trustee to make any such
investment or sale, if requested by the Indenture Trustee, the Issuer shall
deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.


 


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


 


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


 


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


 


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


 


(c)           Each
Noteholder, by the acceptance of a Note, acknowledges that from time to time
the Indenture Trustee shall release the lien of this Indenture on any Trust
Student Loan to be sold to (i) the Depositor in accordance with Article VI
of the Depositor Sale Agreement, (ii) the Sellers in accordance with Article VI
of the Seller Sale Agreements and (iii) the Servicer in


 


41





















 


accordance
with Section 3.05 of the Servicing Agreement and each Noteholder, by the
acceptance of a Note, consents to any such release.


 


Section 8.05.          Opinion of Counsel.  The Indenture Trustee shall
receive at least seven days’ notice when requested by the Issuer to take any
action pursuant to Section 8.04(a), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, except in connection
with any action contemplated by Section 8.04(c), as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of the provisions of this Indenture;
provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Indenture Trust
Estate.  Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.


 


ARTICLE IX



SUPPLEMENTAL INDENTURES


 


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


 


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


 


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


 


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


 


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


 


(v)           to cure any ambiguity, to
correct or supplement any provision herein or in any supplemental indenture
which may be inconsistent with any other provision herein or in any
supplemental indenture or to make any other provisions with respect to matters
or


 


42





















 


questions arising under this Indenture or
in any supplemental indenture; provided, that such action shall not
materially adversely affect the interests of the Noteholders;


 


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


 


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


 


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


 


(b)           The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also
without the consent of any of the Noteholders but with prior notice to the Rating
Agencies, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Noteholders under this Indenture; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Noteholder.


 


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


 


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


 


43





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


44





















 


any
such supplemental indenture that affects the Indenture Trustee’s own rights,
duties, liabilities or immunities under this Indenture or otherwise.


 


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


 


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


 


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


 


ARTICLE X



REDEMPTION OF NOTES


 


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


 


Section 10.02.        Form of Redemption
Notice. 
Notice of redemption under Section 10.01 shall be given by the
Indenture Trustee by first-class mail, postage prepaid, or by facsimile, mailed
or transmitted on or prior to the applicable Redemption Date to each
Noteholder, as of the


 


45





















 


close
of business on the Record Date preceding the applicable Redemption Date, at
such Noteholder’s address or facsimile number appearing in the Note Register.


 


All
notices of redemption shall state:


 


(i)            the Redemption Date;


 


(ii)           the Redemption Price; and


 


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


 


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


 


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


 


ARTICLE XI


 


MISCELLANEOUS


 


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


 


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


 


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


 


46





















 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)          Whenever the Issuer is
required to furnish to the Indenture Trustee an Officers’ Certificate of the
Issuer certifying or stating the opinion of any signer thereof as to the
matters described in clause (iii) above, the Issuer shall also furnish to
the Indenture Trustee an Independent Certificate as to the same matters if the
fair value of the property or securities and of all other property, other than
property as contemplated by clause (v) below, or securities released from
the lien of this Indenture since the commencement of the then-current calendar
year, as set forth in the certificates required by clause (iii) above


 


47





















 


and this clause (iv), equals 10% or more of
the Outstanding Amount of the Notes, but such certificate need not be furnished
in the case of any release of property or securities if the fair value thereof
as set forth in the related Officers’ Certificate is less than $25,000 or less
than one percent of the then Outstanding Amount of the Notes.


 


(v)           Notwithstanding Section 2.09
or any other provision of this Section, the Issuer may, without compliance with
the requirements of the other provisions of this Section, (A) collect,
liquidate, sell or otherwise dispose of Trust Student Loans as and to the
extent permitted or required by the Basic Documents, (B) make cash
payments out of the Trust Accounts as and to the extent permitted or required
by the Basic Documents and (C) convey to the Depositor, the Servicer or
another eligible lender those specified Trust Student Loans as and to the
extent permitted or required by and in accordance with Section 8.04(c) hereof
and Section 6.01 of the Depositor Sale Agreement, Section 3.05 of the
Servicing Agreement or Section 3.11(d) of the Servicing Agreement,
respectively, so long as the Issuer shall deliver to the Indenture Trustee
every six months, commencing June 30, 2006, an Officers’ Certificate of
the Issuer stating that all the dispositions of Collateral described in clauses
(A), (B) or (C) above that occurred during the immediately preceding
six calendar months were in the ordinary course of the Issuer’s business and
that the proceeds thereof were applied in accordance with the Basic Documents.


 


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


 


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


 


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


 


Whenever
in this Indenture, in connection with any application or certificate or report
to the Indenture Trustee, it is provided that the Issuer shall deliver any
document as a condition of


 


48





















 


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


 


Section 11.03.        Acts of Noteholders.  (a)  Any request,
demand, authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except
as herein otherwise expressly provided such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee, and,
where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Noteholders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 6.01) conclusive in favor of the
Indenture Trustee and the Issuer, if made in the manner provided in this
Section.


 


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


 


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


 


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


 


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


 


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


 


(b)           The
Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for
every purpose hereunder if in writing and mailed, first-class, postage prepaid,
to the Issuer addressed to: SLM Private Credit Student Loan Trust 2005-B, in
care of the Trustee, Christiana Center/OPS4, 500 Stanton Christiana Road,
Newark, Delaware 19713, Attention: 
Corporate Trust Department; with copies to JPMorgan Chase Bank, National
Association, 4 New York


 


49





















 


Plaza,
New York, New York 10004, Attention: 
Structured Finance Services; SLM Private Credit Student Loan Trust 2005-B,
12061 Bluemont Way, V3419, Reston, Virginia 20190, Attention: Director,
Corporate Finance Operations, or any other address previously furnished in
writing to the Indenture Trustee by the Issuer or the Administrator. The Issuer
shall promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.


 


Notices
required to be given to the Rating Agencies by the Issuer, the Indenture
Trustee or the Trustee shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, to (i) in the case of Moody’s,
at the following address:  ABS Monitoring
Department, 99 Church Street, New York, New York 10007, (ii) in the case
of Standard & Poor’s, at the following address:  55 Water Street, New York, New York 10041-0003,
Attention: Asset Backed Surveillance Department, 32nd Floor, and (iii) in
the case of Fitch, at the following address: One State Street Plaza, New York,
New York 10004, Attention Municipal Structured Finance Group; or as to each of
the foregoing, at such other address as shall be designated by written notice
to the other parties.


 


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


 


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


 


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


 


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


 


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


 


50





















 


of each
such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


51





















 


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


 


Section 11.16.        Trust Obligations.  No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Depositor, the Administrator, the Servicer, the Trustee or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other
writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Trustee in its individual capacity, any holder or owner of a beneficial
interest in the Issuer, the Trustee or the Indenture Trustee or of any
successor or assign thereof in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture
Trustee and the Trustee have no such obligations in their individual capacity)
and except that any such partner, owner or beneficiary shall be fully liable,
to the extent provided by applicable law, for any unpaid consideration for
stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity.  For all purposes
of this Indenture, in the performance of any duties or obligations of the
Issuer hereunder, the Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.


 


Section 11.17.        No Petition.  The Indenture Trustee, by
entering into this Indenture, and each Noteholder, by accepting a Note, hereby
covenant and agree that they shall not at any time institute against the
Depositor or the Issuer, or join in any institution against the Depositor or
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency,
receivership or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the other Basic
Documents.  The foregoing shall not limit
the rights of the Indenture Trustee to file any claim in, or otherwise take any
action with respect to, any insolvency proceeding that was instituted against
the Issuer by any Person other than the Indenture Trustee.


 


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


 


52





















 


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


 


	
   

  	
  SLM PRIVATE CREDIT STUDENT LOAN

  
	
   

  	
  TRUST 2005-B

  
	
   

  	
   

  
	
   

  	
  By: CHASE BANK USA, NATIONAL 

  
	
   

  	
  ASSOCIATION, not in its individual
  capacity but 

  
	
   

  	
  solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ JOHN J. CASHIN

  	
   

  
	
   

  	
  Name:

  	
  John J. Cashin

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, NATIONAL

  ASSOCIATION, not in its individual capacity but

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ JAMES P. BOWDEN

  	
   

  
	
   

  	
  Name:

  	
  James P. Bowden

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
					



 


53





















 


APPENDIX A-1


 


DEFINITIONS AND
USAGE
2005-B


 


Usage


 


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


 


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


 


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


 


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


 


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


 


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


 


A-1-1





















 


Definitions


 


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


 


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


 


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


 


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


 


“Administration
Agreement” means the Administration Agreement, dated as of October 1, 2005,
among the Servicer, the Administrator, the Indenture Trustee, the Issuer and
the Depositor, as such agreement may be amended or supplemented.


 


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


 


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


 


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


 


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


 


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


 


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


 


PB
+ CI - R


 


A-1-2





















 


Where:


 


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


 


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


 


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


 


provided, however, that as of the Closing Date, the Asset Balance
shall equal $1,710,154,963, and that, for all Distribution Dates occurring on
or after the March 2010 Distribution Date, the Asset Balance will be equal to
the Pool Balance as of the last day of the related Collection Period.


 


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


 


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


 


A-1-3





















 


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


 


provided, however, that if with respect
to any Distribution Date there would not be sufficient funds to pay all of the
items specified in clauses (i) through (xi) of Section
2.07(c) of the Administration Agreement, after application of Available Funds
and application of (a) amounts available from the Cash Capitalization Account
to pay any of the items specified in clauses (i) through (ix)
of Section 2.07(c) of the Administration Agreement and (b) amounts available
from the Reserve Account to pay any of the items specified in clauses (i)
through (iv), (vi)
and (viii) and on the respective Note Final
Maturity Date of each Class of Notes, clauses (v),
(vii) and (ix),
then Available Funds for that Distribution Date shall include, in addition to
the Available Funds as defined above, amounts on deposit in the Collection
Account, or amounts held by the Administrator, or which the Administrator
reasonably estimates to be held by the Administrator, for deposit into the
Collection Account which would have constituted Available Funds for the
Distribution Date succeeding such Distribution Date, up to the amount necessary
to pay such items, and the Available Funds for such succeeding Distribution
Date shall be adjusted accordingly.  In
addition, Available Funds on the Distribution Dates from September 2007 through
March 2010 shall include all funds released from the Cash Capitalization
Account for deposit into the Collection Account on those Distribution Dates.


 


“Back-End
Fee” means an amount equal to, with respect to each Trust Student Loan, the
maximum fee allowable under the note evidencing such Trust Student Loan unless
otherwise limited by the insurance commissioner, but not greater than the
amount for such Trust Student Loan listed on Attachment D to the Servicing
Agreement.


 


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


 


“Basis Swap Agreement I” and “Basis
Swap Agreement II” mean the ISDA Master Agreement by and between the Trust
and The Royal Bank of Scotland plc, dated as of October 27, 2005, including the
related schedule and confirmations.


 


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


 


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


 


A-1-4





















 


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


 


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


 


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


 


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


 


“Cash
Capitalization Account Initial Deposit” means $210,000,000.


 


“Certificateholder”
means the Excess Distribution Certificateholder.


 


“Charged-Off Loan” means
a Trust Student Loan which is written-off in accordance with the Servicer’s
policies and procedures, which as of the Closing Date occurs not later than the
date when such Trust Student Loan becomes 212 days past due, but, which may be
changed and in any event, shall not occur later than the date when such Trust
Student Loan becomes 270 days past due.


 


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


 


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


 


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


 


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


 


A-1-5





















 


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


 


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


 


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


 


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


 


“Class A-1
Maturity Date” means the December 2019 Distribution Date.


 


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


 


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


 


A-1-6





















 


“Class A-1
Notes” means the $476,000,000 Floating Rate Class A-1
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-1 thereto.


 


“Class A-1
Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR, as determined on the related LIBOR Determination Date, plus
0.04%, based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class A-1 Rate shall mean the
Initial Accrual Rate plus 0.04%, based on an Actual/360 accrual method.


 


“Class A-2
Maturity Date” means the March 2023 Distribution Date.


 


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


 


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


 


“Class A-2
Notes” means the $593,000,000 Floating Rate Class A-2
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-2 thereto.


 


“Class A-2
Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR, as determined on the related LIBOR Determination Date,
0.18%, based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class A-2 Rate shall mean the
Initial Accrual Rate plus 0.18%, based on an Actual/360 accrual method.


 


“Class A-3
Maturity Date” means
the December 2023 Distribution Date.


 


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


 


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


 


“Class A-3
Notes” means
the $100,000,000 Floating Rate Class A-3 Student Loan-Backed Notes issued
by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-3
thereto.


 


“Class A-3
Rate” means, for
any Accrual Period after the initial Accrual Period, Three-Month LIBOR, as
determined on the related LIBOR Determination Date, plus 0.27%, based on an
Actual/360 accrual method.  For the
initial Accrual Period, the Class A-3 Rate shall mean the Initial Accrual Rate plus
0.27%, based on an Actual/360 accrual method.


 


“Class A-4
Maturity Date” means
the June 2039 Distribution Date.


 


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


 


A-1-7





















 


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


 


“Class A-4
Notes” means
the $400,109,000 Floating Rate Class A-4 Student Loan-Backed Notes issued
by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-4
thereto.


 


“Class A-4
Rate” means,
for any Accrual Period after the initial Accrual Period, Three-Month LIBOR, as
determined on the related LIBOR Determination Date, plus 0.33%, based on an
Actual/360 accrual method.  For the
initial Accrual Period, the Class A-4 Rate shall mean the Initial Accrual
Rate plus 0.33%, based on an Actual/360 accrual method.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-1-8





















 


preceding
Distribution Date or (ii) in the case of the first Distribution Date, the
Closing Date, and (b) the Class B Note Interest Shortfall for that
Distribution Date.


 


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


 


“Class B
Notes” means the $55,581,000 Floating Rate Class B Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-45 thereto.


 


“Class B
Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR, as determined on the related LIBOR Determination Date, plus
0.40%, based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class B Rate shall mean the
Initial Accrual Rate plus 0.40%, based on an Actual/360 accrual method.


 


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


 


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


 


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


 


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


 


“Class C
Note Parity Trigger” means with respect to any Distribution Date that (i) the
Class A Note Balance, Class B Note Balance and Class C Note
Balance (prior to giving effect to any distributions on such date) is in excess
of the sum of (a) Pool Balance as of the last day of the related
Collection Period and (b) amounts on deposit in the Collection Account,
Principal


 


A-1-9





















 


Distribution
Account and Cash Capitalization Account after payment of clauses (i) through
(viii) under Section 2.07(c) of the Administration Agreement, or
(ii) the Class Note Balance as of the related Distribution Date
(prior to giving effect to any distributions on that date) is greater than or
equal to the Asset Balance for the prior Distribution
Date.  The Class C Note Parity
Trigger will remain in effect until the Class C Enhancement is greater
than or equal to the Specified Class C Enhancement.


 


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


 


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


 


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


 


“Class C
Notes” means the $76,957,000 Floating Rate Class C Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-6 thereto.


 


“Class C
Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR, as determined on the related LIBOR Determination Date, plus
0.70%, based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class C Rate shall mean the
Initial Accrual Rate plus 0.70%, based on an Actual/360 accrual method.


 


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


 


A-1-10





















 


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


 


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


 


“Closing
Date” means October 27, 2005.


 


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


 


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


 


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


 


“Collection
Account Initial Deposit” means $1,060,000 plus $0, which is the excess of
the pool balance as of the Statistical Cutoff Date over the Initial Pool
Balance.


 


“Collection
Period” means, with respect to the first Distribution Date, the period
beginning on the Cutoff Date and ending on November 30, 2005,
and with respect to each subsequent Distribution Date, the Collection Period
means the three calendar months immediately
following the end of the previous Collection Period.


 


“Commission”
means the Securities and Exchange Commission.


 


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


 


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


 


A-1-11





















 


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


 


	
  Distribution Date

  	
   

  	
  Percentage of

  Initial Pool Balance

  	
   

  
	
  December 2005
  through December 2010

  	
   

  	
  15

  	
  %

  
	
  March 2011
  through December 2013

  	
   

  	
  18

  	
  %

  
	
  March 2014
  and thereafter

  	
   

  	
  20

  	
  %

  



 


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


 


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


 


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


 


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


 


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


 


(a)           with respect to bankers’
acceptances, commercial paper, negotiable certificates of deposit and other
obligations that constitute “instruments” within the meaning of Section 9-102(a)(47)
of the UCC and are susceptible of physical delivery, transfer thereof to the
Indenture Trustee or its nominee or custodian by physical delivery to the
Indenture Trustee or its nominee or custodian endorsed to, or registered in the
name of, the Indenture Trustee or its nominee or custodian or endorsed in
blank, and, with respect to a certificated security (as defined in Section 8-102(a)(3) of
the UCC) transfer thereof (i) by delivery of such certificated security
endorsed to, or registered in the name of, the Indenture Trustee or its nominee
or custodian or endorsed in blank to a securities intermediary (as defined in Section 8-102(a)(14)
of the UCC) and the making by such securities intermediary of entries on its
books and records identifying such certificated securities as belonging to the
Indenture Trustee or its nominee or custodian and the sending by such
securities intermediary of a confirmation of the purchase of such certificated
security by the Indenture Trustee or its nominee or custodian, or (ii) by
delivery thereof to a “clearing corporation” (as defined in Section 8-102(a)(5) of
the UCC) and the making by such clearing corporation of appropriate entries on
its books reducing the appropriate securities account of the transferor and
increasing the appropriate securities account of a securities intermediary by
the amount of such certificated security, the identification by the clearing
corporation of the certificated securities for the sole and exclusive account
of the securities intermediary, the maintenance of such certificated securities
by such clearing corporation or the nominee of either subject to the clearing
corporation’s exclusive control, the sending of a


 


A-1-12





















 


confirmation
by the securities intermediary of the purchase by the Indenture Trustee or its
nominee or custodian of such securities and the making by such securities
intermediary of entries on its books and records identifying such certificated
securities as belonging to the Indenture Trustee or its nominee or custodian
(all of the foregoing, but not including Trust Student Loans, “Physical
Property”); and such additional or alternative procedures as may hereafter
become appropriate to effect the complete transfer of ownership of any such
Trust Account Property to the Indenture Trustee or its nominee or custodian,
consistent with changes in applicable law or regulations or the interpretation
thereof;


 


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


 


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


 


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


 


“Depositor
Sale Agreement” means the Sale Agreement, dated as of October 27, 2005, between the Trust and the
Depositor.


 


“Depository
Agreement” means the Note Depository Agreement.


 


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


 


“Distribution
Date” means the 15th day of each March,
June, September and December,
or, if such day is not a Business Day, the immediately following Business Day,
commencing on December 15, 2005.


 


“Eligible
Deposit Account” means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
United States of America or any one of the States or


 


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the District
of Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as
any of the securities of such depository institution have a credit rating from
Moody’s, Standard & Poor’s, and, if such institution is rated by
Fitch, Fitch, in one of their generic rating categories which signifies
investment grade.


 


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


 


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


 


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


 


(b)           demand deposits, time
deposits or certificates of deposit of any depository institution or trust
company incorporated under the laws of the United States of America or any State
(or any domestic branch of a foreign bank) and subject to supervision and
examination by Federal or state banking or depository institution authorities
(including depository receipts issued by any such institution or trust company
as custodian with respect to any obligation referred to in clause (a) above
or portion of such obligation for the benefit of the holders of such depository
receipts); provided, that at the time of the investment or contractual
commitment to invest therein (which shall be deemed to be made again each time
funds are reinvested following each Distribution Date), the commercial paper or
other short-term senior unsecured debt obligations (other than such obligations
the rating of which is based on the credit of a Person other than such
depository institution or trust company) thereof shall have a credit rating
from each of the Rating Agencies in the highest investment category granted
thereby;


 


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


 


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


 


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


 


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


 


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


 


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


 


For
purposes of the definition of “Eligible Investments,” the phrase “highest
investment category” means (i) in the case of Fitch, “AAA” for long-term
investments (or the equivalent) and “F1+” for short-term investments (or the
equivalent), (ii) in the case of Moody’s, “Aaa” for long-term investments
(or the equivalent) and “P-1” for short-term investments (or the equivalent),
and (iii) in the case of Standard & Poor’s, “AAA” for long-term
investments (or the equivalent) and “A-1+” for short-term investments (or the
equivalent).  A proposed investment not
rated by Fitch but rated in the highest investment category by Moody’s and
Standard & Poor’s shall be considered to be rated by each of the
Rating Agencies in the highest investment category granted thereby.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 


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


 


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


 


AN – AB


 


Where:


 


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


 


AB = the Asset Balance for such Distribution
Date;


 


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provided, however, that:


 


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


 


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


 


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


 


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


 


•                    on or after the Class A-34 Maturity Date, the First Priority Principal
Distribution Amount shall not be less than the amount that is necessary to
reduce the Class A-34 Note Balance to zero.


 


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


 


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


 


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


 


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


 


“Indenture”
means the Indenture dated as of October 1, 2005,
between the Trust and the Indenture Trustee.


 


A-1-17





















 


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


 


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


 


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


 


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


 


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


 


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


 


x  +  [17/29  *  (y –
x)]


 


where:


 


x  =  One-Month LIBOR, and


y  =  Two-Month LIBOR.


 


“Initial Pool Balance” means the Pool
Balance as of the Cutoff Date, which is $1,511,118,560.31.


 


“Insolvency Event” means, with respect
to a specified Person, (a) the filing of a decree or order for relief by a
court having jurisdiction in the premises in respect of such Person or any
substantial part of its property in an involuntary case under any applicable
Federal or state bankruptcy, insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any


 


A-1-18





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Noteholders’ Interest Distribution Amount and
the Class C Noteholders’ Interest Distribution Amount payable on such
Distribution Date.


 


“Monthly Servicing Payment Date” means
the 15th day of each calendar month or, if such day is not a Business Day, the
immediately following Business Day, commencing on November 15, 2005.


 


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


 


“Note Depository Agreement” means the
Letter of Representations, dated October 27, 2005,
among the Trust, the Trustee and the Indenture Trustee in favor of the
Depository Trust Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Notes that a Responsible Officer of the Indenture Trustee either actually
knows to be so owned or has received written notice thereof shall be so
disregarded.  Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee’s right so
to act with respect to such Notes and that the pledgee is not the Trust, any
other obligor upon the Notes, the Depositor or any Affiliate of any of the
foregoing Persons.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Where:


 


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


 


AB = the Asset Balance for
such Distribution Date;


 


SOA = the Specified
Overcollateralization Amount for such Distribution Date;


 


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


 


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


 


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


 


provided, however, that:


 


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


 


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


 


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“Reserve
Account Initial Deposit” means $3,750,387.


 


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


 


“Sale Agreement”
means, collectively, the Depositor Sale Agreement and the Seller Sale
Agreements.


 


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


 


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


 


(ABN – AB) – FPDA


 


Where:


 


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


 


AB = the Asset
Balance for such Distribution Date; and


 


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


 


provided, however, that:


 


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


 


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


 


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


 


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


 


“Seller Sale
Agreements” means the SLM ECFC Sale Agreement and the VG Funding Sale
Agreement, each dated October 27, 2005.


 


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


 


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


 


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


 


“Servicing
Agreement” means the Servicing Agreement, dated as of October 27,
2005, among the Trust, the Trustee, the Depositor, the Servicer, the
Administrator and the Indenture Trustee.


 


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


 


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


 


“SLM
ECFC” means SLM Education Credit Finance Corporation.


 


“SLM
ECFC Sale Agreement” means the Sale Agreement dated as of October 27,
2005, between SLM ECFC and the Depositor.


 


“SLS
Loan” means a Trust Student Loan designated as such that is made under the
Supplemental Loans for Students Program in accordance with the Higher Education
Act.


 


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


 


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


 


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


 


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


 


“Specified
Reserve Account Balance” means, at any time, $3,750,387.


 


“Standard &
Poor’s” means Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc.


 


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


 


“Statistical
Cutoff Date” means September 26, 2005.


 


“Stepdown Date”
means the earlier to occur of (a) the December 2010 Distribution Date
and (b) the Distribution Date following that date on which the Class A
Note Balance is reduced to zero.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-1-27





















 


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


 


(N – AB) – (FPDA +
SPDA)


 


Where:


 


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


 


AB = the Asset
Balance for such Distribution Date;


 


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


 


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


 


provided, however, that:


 


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


 


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


 


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


 


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


 


A-1-28





















 


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


 


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


 


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


 


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


 


“Trust”
means SLM Private Credit Student Loan Trust 2005-B,
a Delaware statutory trust established pursuant to the Trust Agreement.


 


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


 


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


 


“Trust
Agreement” means the Short-Form Trust Agreement, dated as of June 9,
2005, between the Depositor and the Trustee
as amended and restated pursuant to an Amended and Restated Trust Agreement,
dated as of October 27, 2005, among the
Depositor, the Trustee and the Indenture Trustee.


 


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


 


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


 


A-1-28





















 


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


 


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


 


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


 


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


 


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


 


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


 


“VG Funding”
means VG Funding, LLC.


 


“VG Funding
Sale Agreement” means the Sale Agreement dated as
of October 27, 2005, between VG Funding and the Depositor.


 


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


 


A-1-29





















 


SCHEDULE A


 


Schedule of
Trust Student Loans


 


[See Schedule A
to the Bill of Sale

(Attachment B to the Sale Agreement)]


 


A-1





















 


SCHEDULE B


 


Location of Trust
Student Loan Files


 


 


[See Attachment B
to the Servicing Agreement]


 


B-1





















 


EXHIBIT A


 


[Form of Notes]


 


 


(See 16.1 through
16.6)


 


A-1





















 


EXHIBIT B


 


[Form of
Note Depository Agreement]


 


B-1