notices or agreements delivered by the Holder, or
prepared by the Holder for delivery by the Owner Trustee on behalf of the
Issuer, pursuant hereto, as to all of which recourse shall be had solely to the
assets of the Issuer. For all purposes of this Agreement, in the performance of
its duties or obligations hereunder or in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of the Trust Agreement.
Section 4.13
GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the Issuer and the initial Holder have caused this Agreement
to be duly executed by their respective officers as of the day and year first
above written.
UBS AG, Stamford branch, as Holder
By:
/s/ Per Dyrvik
Name:
Per Dyrvik
Title:
FCD/Managing Director
UBS AG, Stamford branch, as Holder
By:
/s/ Henry Friedrich
Name:
Henry Friedrich
Title:
FCD/Executive Director
THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-1, as Issuer
By:
WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its
capacity as Owner Trustee
By:
/s/ Michele C. Harra
Name:
Michele C. Harra
Title:
Financial Services Officer
US BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:
/s/ Vaneta I. Bernard
Name:
Vaneta I. Bernard
Title:
Vice President
EXHIBIT A
FORM OF REVOLVING LIQUIDITY NOTE
THIS REVOLVING LIQUIDITY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON
EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS.
NO RESALE OR OTHER TRANSFER OF THIS REVOLVING LIQUIDITY NOTE SHALL BE MADE
EXCEPT IN COMPLIANCE WITH SECTION 3.3 OF THE REVOLVING LIQUIDITY NOTE AGREEMENT
AND EITHER (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT OR (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS.
THE PRINCIPAL OF THIS REVOLVING LIQUIDITY NOTE IS PAYABLE SOLELY FROM FUNDS
AVAILABLE THEREFOR PURSUANT TO SECTIONS 8.02(d) AND 5.04 OF THE INDENTURE
REFERRED TO HEREIN. THE HOLDER HEREOF IS REQUIRED TO FUND CERTAIN DRAWS
REQUESTED BY THE ISSUER HEREOF (OR BY CERTAIN OTHER PERSONS REFERRED TO HEREIN)
UP TO A MAXIMUM PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME OF THE MAXIMUM
LIQUIDITY NOTE AMOUNT AT SUCH TIME. THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
REVOLVING LIQUIDITY NOTE AT ANY TIME MAY BE LESS THAN SUCH MAXIMUM AMOUNT. THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS REVOLVING LIQUIDITY NOTE AT ANY TIME MAY
NOT EXCEED $65,000,000. REPAYMENT OF THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
REVOLVING LIQUIDITY NOTE, AND OF INTEREST ACCRUED HEREON