Contract

EXHIBIT 4.1 INDENTURE among SLC STUDENT LOAN TRUST 2006-1, as the Issuer, CITIBANK, N.A., not in its individual capacity but solely as the Eligible Lender Trustee U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as the Indenture Trustee and CITIBANK, N.A., not in its individual capacity but solely as the Indenture Administrator acting as agent for the Indenture Trustee Dated as of June 28, 2006 TABLE OF CONTENTS Page —- ARTICLE I DEFINITIONS AND USAGESection 1.1 Definitions and Usage……………………………………2Section 1.2 Incorporation by Reference of Trust Indenture Act…………..2 ARTICLE II THE NOTESSection 2.1 Form…………………………………………………..3Section 2.2 Execution, Authentication and Delivery…………………….3Section 2.3 Temporary Notes…………………………………………4Section 2.4 Registration; Registration of Transfer and Exchange…………4Section 2.5 Mutilated, Destroyed, Lost or Stolen Notes…………………5Section 2.6 Persons Deemed Owner…………………………………….6Section 2.7 Payment of Principal and Interest; Note Interest Shortfall……………………………………………..6Section 2.8 Cancellation……………………………………………7Section 2.9 Release of Collateral……………………………………7Section 2.10 Book-Entry Notes………………………………………..7Section 2.11 Notices to Clearing Agency……………………………….9Section 2.12 Definitive Notes………………………………………..9Section 2.13 Certain Tax Forms and Treatment…………………………..9 ARTICLE III COVENANTS; REPRESENTATIONSSection 3.1 Payments to Noteholders…………………………………10Section 3.2 Maintenance of Office or Agency………………………….11Section 3.3 Money for Payments to Be Held in Trust……………………11Section 3.4 Existence……………………………………………..13Section 3.5 Protection of Indenture Trust Estate……………………..13Section 3.6 Opinions as to Indenture Trust Estate…………………….13Section 3.7 Performance of Obligations; Servicing of Trust Student Loans………………………………………………..14Section 3.8 Negative Covenants……………………………………..16Section 3.9 Annual Statement as to Compliance………………………..17Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms………..17Section 3.11 Successor or Transferee…………………………………19Section 3.12 No Other Business………………………………………19 -i-Section 3.13 No Borrowing…………………………………………..19Section 3.14 Obligations of Servicer and Administrator…………………19Section 3.15 Guarantees, Loans, Advances and Other Liabilities………….19Section 3.16 Capital Expenditures……………………………………19Section 3.17 Restricted Payments…………………………………….20Section 3.18 Notice of Events of Default……………………………..20Section 3.19 Further Instruments and Acts…………………………….20Section 3.20 Taxes…………………………………………………20Section 3.21 Representations of the Issuer Regarding the Indenture Trustee’s Security Interest…………………………….21Section 3.22 Covenants of the Issuer Regarding the Indenture Trustee’s Security Interest……………………………………..21 ARTICLE IV SATISFACTION AND DISCHARGESection 4.1 Satisfaction and Discharge of Indenture…………………..22Section 4.2 Application of Trust Money………………………………23Section 4.3 Repayment of Moneys Held by Paying Agent………………….23Section 4.4 Auction of Trust Student Loans…………………………..23 ARTICLE V REMEDIESSection 5.1 Events of Default………………………………………24Section 5.2 Acceleration of Maturity; Rescission and Annulment…………25Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee……………………………………..26Section 5.4 Remedies; Priorities……………………………………28Section 5.5 Optional Preservation of the Trust Student Loans…………..29Section 5.6 Limitation of Suits…………………………………….30Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest………………………………………….30Section 5.8 Restoration of Rights and Remedies……………………….31Section 5.9 Rights and Remedies Cumulative…………………………..31Section 5.10 Delay or Omission Not a Waiver…………………………..31Section 5.11 Control by Noteholders………………………………….31Section 5.12 Waiver of Past Defaults…………………………………32Section 5.13 Undertaking for Costs…………………………………..32Section 5.14 Waiver of Stay or Extension Laws…………………………32Section 5.15 Action on Notes………………………………………..32Section 5.16 Performance and Enforcement of Certain Obligations…………33 -ii- ARTICLE VI THE INDENTURE TRUSTEESection 6.1 Duties of Indenture Trustee……………………………..33Section 6.2 Rights of Indenture Trustee and Indenture Administrator…….35Section 6.3 Individual Rights of Indenture Trustee and Indenture Administrator…………………………………………36Section 6.4 Disclaimer…………………………………………….36Section 6.5 Notice of Defaults……………………………………..37Section 6.6 Reports by Indenture Administrator to Noteholders………….37Section 6.7 Compensation and Indemnity………………………………37Section 6.8 Replacement of Indenture Trustee…………………………38Section 6.9 Replacement of Indenture Administrator……………………39Section 6.10 Successor Indenture Trustee by Merger…………………….40Section 6.11 Appointment of Co-Trustee or Separate Trustee……………..40Section 6.12 Eligibility; Disqualification……………………………41Section 6.13 Preferential Collection of Claims Against the Issuer……….41 ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTSSection 7.1 Issuer to Furnish Indenture Administrator and Indenture Trustee Names and Addresses of Noteholders……………….42Section 7.2 Preservation of Information; Communications to Noteholders…………………………………………..42Section 7.3 Reports by Issuer………………………………………43 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASESSection 8.1 Collection of Money…………………………………….43Section 8.2 Trust Accounts…………………………………………43Section 8.3 General Provisions Regarding Accounts…………………….44Section 8.4 Release of Indenture Trust Estate………………………..44Section 8.5 Opinion of Counsel……………………………………..45 ARTICLE IX SUPPLEMENTAL INDENTURESSection 9.1 Supplemental Indentures without Consent of Noteholders……..46Section 9.2 Supplemental Indentures with Consent of Noteholders………..47Section 9.3 Execution of Supplemental Indentures……………………..48Section 9.4 Effect of Supplemental Indenture…………………………48Section 9.5 Conformity with Trust Indenture Act………………………48 -iii-Section 9.6 Reference in Notes to Supplemental Indentures……………..49 ARTICLE X REDEMPTION OF NOTESSection 10.1 Redemption…………………………………………….49Section 10.2 Form of Redemption Notice……………………………….49Section 10.3 Notes Payable on Redemption Date…………………………50 ARTICLE XI MISCELLANEOUSSection 11.1 Compliance Certificates and Opinions, etc…………………50Section 11.2 Form of Documents Delivered to Indenture Trustee or Indenture Administrator………………………………..52Section 11.3 Acts of Noteholders…………………………………….52Section 11.4 Notices, etc…………………………………………..53Section 11.5 Notices to Noteholders; Waiver…………………………..54Section 11.6 Alternate Payment and Notice Provisions…………………..54Section 11.7 Conflict with Trust Indenture Act………………………..54Section 11.8 Effect of Headings and Table of Contents………………….55Section 11.9 Successors and Assigns………………………………….55Section 11.10 Separability…………………………………………..55Section 11.11 Benefits of Indenture…………………………………..55Section 11.12 Legal Holidays…………………………………………55Section 11.13 GOVERNING LAW………………………………………….55Section 11.14 Counterparts…………………………………………..55Section 11.15 Recording of Indenture………………………………….55Section 11.16 Trust Obligations………………………………………56Section 11.17 No Petition……………………………………………56Section 11.18 Inspection…………………………………………….56Section 11.19 Indenture Administrator as Agent of Indenture Trustee………56 ARTICLE XII COMPLIANCE WITH REGULATION ABSection 12.1 Intent of the Parties; Reasonableness…………………….57 -iv- APPENDICES, SCHEDULES AND EXHIBITSAPPENDIX A Definitions and UsageSCHEDULE A Schedule of Trust Student LoansSCHEDULE B Location of Trust Student Loan FilesEXHIBIT A Form of NoteEXHIBIT B Form of Note Depository AgreementEXHIBIT C Servicing Criteria To Be Addressed In Assessment of Compliance -v- INDENTURE, dated as of June 28, 2006, among SLC STUDENT LOAN TRUST2006-1, a Delaware statutory trust (the “Issuer”), CITIBANK, N.A., a nationalbanking association, not in its individual capacity but solely as eligiblelender trustee on behalf of the Issuer (in such capacity, the “Eligible LenderTrustee”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, notin its individual capacity but solely as indenture trustee (in such capacity,the “Indenture Trustee”), and CITIBANK, N.A., a national banking association,not in its individual capacity but solely as indenture administrator (in suchcapacity, the “Indenture Administrator”). Each party agrees as follows for the benefit of the other party andfor the equal and ratable benefit of the holders of the Issuer’s Student LoanAsset-Backed Notes (the “Notes”): GRANTING CLAUSE The Issuer and, with respect to the Trust Student Loans, theEligible Lender Trustee hereby Grant to the Indenture Trustee, as trustee forthe benefit of the Noteholders, effective as of the Closing Date all of theirright, title and interest in and to the following: (a) the Trust Student Loans, and all obligations of the Obligorsthereunder including all moneys accrued and paid thereunder on or after theCutoff Date and all guaranties and other rights relating to the Trust StudentLoans; (b) the Servicing Agreement, including the right of the Issuer tocause the Servicer to purchase Trust Student Loans from the Issuer undercircumstances described therein; (c) the Sale Agreement, including the right of the Issuer to causethe Depositor to repurchase Trust Student Loans from the Issuer under thecircumstances described therein and including the rights of the Depositor underthe Purchase Agreements; (d) the Purchase Agreement, to the extent that the rights of theDepositor thereunder have been assigned to the Issuer pursuant to the SaleAgreement, including the right of the Depositor to cause SLC to repurchase TrustStudent Loans from the Depositor under the circumstances described in thePurchase Agreement; (e) the Administration Agreement; (f) each Guarantee Agreement, including the right of the Issuer tocause the related Guarantor to make Guarantee Payments in respect of the TrustStudent Loans; (g) the Trust Accounts and all funds on deposit from time to time inthe Trust Accounts, including the Reserve Account Initial Deposit, theCapitalized Interest Account Initial Deposit and the Collection Account InitialDeposit, if any, and all investments and proceeds thereof (including all incomethereon); and (h) all present and future claims, demands, causes and choses inaction in respect of any or all of the foregoing and all payments on or underand all proceeds of every kind and nature whatsoever in respect of any or all ofthe foregoing, including all proceeds of theconversion, voluntary or involuntary, into cash or other liquid property, allcash proceeds, accounts, accounts receivable, notes, drafts, acceptances,chattel paper, checks, general intangibles, deposit accounts, insuranceproceeds, condemnation awards, rights to payment of any and every kind and otherforms of obligations and receivables, instruments and other property which atany time constitute all or part of or are included in the proceeds of any of theforegoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment ofprincipal of and interest on, and any other amounts owing in respect of, theNotes, equally and ratably without prejudice, priority or distinction, to securecompliance with the provisions of this Indenture, all as provided in thisIndenture. The Indenture Trustee, as indenture trustee on behalf of theNoteholders, acknowledges such Grant, accepts the trusts under this Indenture inaccordance with the provisions of this Indenture and agrees to perform itsduties required in this Indenture to the best of its ability to the end that theinterests of the Noteholders may be adequately and effectively protected. ARTICLE I DEFINITIONS AND USAGE Section 1.1 Definitions and Usage. Except as otherwise specifiedherein or as the context may otherwise require, capitalized terms used but nototherwise defined herein are defined in Appendix A to this Indenture, which alsocontains rules as to usage that shall be applicable herein. Section 1.2 Incorporation by Reference of Trust Indenture Act.Whenever this Indenture refers to a provision of the TIA, the provision isincorporated by reference in and made a part of this Indenture. The followingTIA terms used in this Indenture have the following meanings: “Commission” means the United States Securities and ExchangeCommission. “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 IndentureTrustee. “obligor” on the indenture securities means the Issuer and any otherobligor on the indenture securities. All other TIA terms used in this Indenture that are defined by theTIA, defined by TIA reference to another statute or defined by Commission rulehave the meaning assigned to them by such definitions. -2- ARTICLE II THE NOTES Section 2.1 Form. The Notes, together with the IndentureAdministrator’s certificate of authentication, shall be in substantially theforms set forth in Exhibit A, with such appropriate insertions, omissions,substitutions and other variations as are required or permitted by thisIndenture and may have such letters, numbers or other marks of identificationand such legends or endorsements placed thereon as may, consistently herewith,be determined by the Issuer, as evidenced by their execution of the Notes. Anyportion of the text of any Note may be set forth on the reverse thereof, with anappropriate reference thereto on the face of the Note. The Definitive Notes shall be typewritten, printed, lithographed orengraved or produced by any combination of these methods (with or without steelengraved borders), all as determined by the officers executing such Notes, asevidenced by their execution of such Notes. The terms of the Notes set forth in Exhibit A are part of the termsof this Indenture. Each class of Notes will be represented by interests in a book-entrynote certificate deposited on the Closing Date with the Indenture Administrator,as custodian for DTC (the “DTC Custodian”), and registered in the name of Cede &Co. as initial nominee for DTC. Section 2.2 Execution, Authentication and Delivery. The Notes shallbe executed on behalf of the Issuer by any of its Authorized Officers. Thesignature of any such Authorized Officer on the Notes may be manual orfacsimile. Notes bearing the manual or facsimile signature of individuals whowere at any time Authorized Officers of the Issuer shall bind the Issuer,notwithstanding that such individuals or any of them have ceased to hold suchoffices prior to the authentication and delivery of such Notes or did not holdsuch offices at the date of such Notes. The Indenture Administrator shall upon receipt of an Issuer Orderauthenticate and deliver Notes for original issue in an aggregate principalamount of $2,252,500,000. The aggregate principal amount of Notes Outstanding atany time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notesshall be issuable as registered notes in minimum denominations of $100,000 andadditional increments of $1,000. No Note shall be entitled to any benefit under this Indenture or bevalid or obligatory for any purpose, unless there appears on such Note acertificate of authentication substantially in the form provided for hereinexecuted by the Indenture Administrator by the manual signature of one of itsauthorized signatories, and such certificate upon any Note shall be conclusiveevidence, and the only evidence, that such Note has been duly authenticated anddelivered hereunder. -3- Section 2.3 Temporary Notes. Pending the preparation of DefinitiveNotes, the Issuer may execute, and upon receipt of an Issuer Order the IndentureTrustee shall authenticate and deliver, temporary Notes which are printed,lithographed, typewritten, mimeographed or otherwise produced, of the tenor ofthe Definitive Notes in lieu of which they are issued and with such variationsnot inconsistent with the terms of this Indenture determined to be appropriateby the Responsible Officer of the Issuer executing the temporary Notes, asevidenced by his or her execution of such temporary Notes. If temporary Notes are issued, the Issuer will cause DefinitiveNotes to be prepared without unreasonable delay. After the preparation ofDefinitive Notes, the temporary Notes shall be exchangeable for Definitive Notesupon surrender of the temporary Notes at the office or agency of the Issuer tobe maintained as provided in Section 3.2, without charge to the Noteholder. Uponsurrender for cancellation of any one or more temporary Notes, the Issuer shallexecute and the Indenture Administrator shall authenticate and deliver inexchange therefor a like principal amount of Definitive Notes of authorizeddenominations. Until so exchanged, the temporary Notes shall in all respects beentitled to the same benefits under this Indenture as Definitive Notes. Section 2.4 Registration; Registration of Transfer and Exchange. TheIssuer shall cause to be kept a register (the “Note Register”) in which, subjectto such reasonable regulations as it may prescribe, the Issuer shall provide forthe registration of Notes and the registration of transfers of Notes. TheIndenture Administrator shall be “Note Registrar” for the purpose of registeringNotes and transfers of Notes as herein provided. Upon any resignation of anyNote Registrar, the Issuer shall promptly appoint a successor or, if it electsnot to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Administrator is appointed bythe Issuer as Note Registrar, the Issuer shall give the Indenture Trustee andthe Indenture Administrator prompt written notice of the appointment of suchNote Registrar and of the location, and any change in the location, of the NoteRegister, and the Indenture Trustee and the Indenture Administrator shall havethe right to inspect the Note Register at all reasonable times and to obtaincopies thereof, and the Indenture Administrator shall have the right to relyupon a certificate executed on behalf of the Note Registrar by an ExecutiveOfficer thereof as to the names and addresses of the Noteholders and theprincipal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at theoffice or agency of the Issuer to be maintained as provided in Section 3.2, ifthe requirements of Section 8-401(1) of the UCC are met, the Issuer shallexecute, and the Indenture Administrator shall authenticate and the Noteholdershall obtain from the Indenture Administrator, in the name of the designatedtransferee or transferees, one or more new Notes in any authorized denominationsand a like aggregate principal amount. At the option of the Noteholder, Notes may be exchanged for otherNotes in any authorized denominations and a like aggregate principal amount,upon surrender of the Notes to be exchanged at such office or agency. Wheneverany Notes are so surrendered for exchange, the Issuer shall execute, and theIndenture Administrator shall authenticate and the Noteholder -4-shall obtain from the Indenture Administrator, the Notes which the Noteholdermaking the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange ofNotes shall be the valid obligations of the Issuer, evidencing the same debt,and entitled to the same benefits under this Indenture, as the Notes surrenderedupon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer orexchange shall be duly endorsed by, or be accompanied by a written instrument oftransfer in form satisfactory to the Indenture Administrator duly executed bythe Noteholder thereof or such Noteholder’s attorney duly authorized in writing,with such signature guaranteed by an “eligible guarantor institution” meetingthe requirements of the Note Registrar, which requirements include membership orparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or suchother “signature guarantee program” as may be determined by the Note Registrarin addition to, or in substitution for, STAMP, all in accordance with theExchange Act. No service charge shall be made to a Noteholder for any registrationof transfer or exchange of Notes, but the Indenture Administrator may requirepayment of a sum sufficient to cover any tax or other governmental charge thatmay be imposed in connection with any registration of transfer or exchange ofNotes, other than exchanges pursuant to Section 2.3 or 9.6 not involving anytransfer. The preceding provisions of this Section notwithstanding, the Issuershall not be required to make and the Note Registrar need not register transfersor exchanges of Notes selected for redemption or of any Note for a period of 15days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Notethat is not effected pursuant to the provisions of this Indenture, such as atransfer or assignment not reflected on the Note Register, shall be null andvoid and shall not be taken into account by, or be binding upon, the IndentureTrustee or any other party. Section 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) anymutilated Note is surrendered to the Indenture Administrator, or the IndentureAdministrator receives evidence to its satisfaction of the destruction, loss ortheft of any Note, and (ii) there is delivered to the Issuer and the IndentureAdministrator such security or indemnity as may be required by each of them tohold the Issuer and the Indenture Administrator harmless, then, in the absenceof notice to the Issuer, the Note Registrar or the Indenture Administrator thatsuch Note has been acquired by a bona fide purchaser, and provided that therequirements of Section 8-405 of the UCC are met, the Issuer shall execute andupon its request the Indenture Administrator shall authenticate and deliver, inexchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, areplacement Note; provided, however, that if any such destroyed, lost or stolenNote, but not a mutilated Note, shall have become or within 15 days shall be dueand payable, or shall have been called for redemption, instead of issuing areplacement Note, the Issuer may pay such destroyed, lost or stolen Note when sodue or payable or upon the Redemption Date without surrender thereof. If, afterthe delivery of such replacement Note or payment of a destroyed, lost or stolenNote pursuant to the proviso to the preceding sentence, a bona fide purchaser ofthe -5-original Note in lieu of which such replacement Note was issued presents forpayment such original Note, the Issuer, the Indenture Trustee and the IndentureAdministrator shall be entitled to recover such replacement Note (or suchpayment) from the Person to whom it was delivered or any Person taking suchreplacement Note from such Person to whom such replacement Note was delivered orany assignee of such Person, except a bona fide purchaser, and shall be entitledto recover upon the security or indemnity provided therefor to the extent of anyloss, damage, cost or expense incurred by the Issuer or the Indenture Trustee inconnection therewith. Upon the issuance of any replacement Note under this Section, theIssuer may require the payment by the Noteholder thereof of a sum sufficient tocover any tax or other governmental charge that may be imposed in relationthereto and any other reasonable expenses (including the fees and expenses ofthe Indenture Trustee and the Indenture Administrator) connected therewith. Every replacement Note issued pursuant to this Section inreplacement of any mutilated, destroyed, lost or stolen Note shall constitute anoriginal additional contractual obligation of the Issuer, whether or not themutilated, destroyed, lost or stolen Note shall be at any time enforceable byanyone, and shall be entitled to all the benefits of this Indenture equally andproportionately with any and all other Notes duly issued hereunder. The provisions of this Section are exclusive and shall preclude (tothe extent lawful) all other rights and remedies with respect to the replacementor payment of mutilated, destroyed, lost or stolen Notes. Section 2.6 Persons Deemed Owner. Prior to due presentment forregistration of transfer of any Note, the Issuer, the Indenture Trustee, theIndenture Administrator and any agent of the Issuer, the Indenture Trustee orthe Indenture Administrator may treat the Person in whose name any Note isregistered (as of the day of determination) as the owner of such Note for thepurpose of receiving payments of principal of, interest, if any, on such Noteand for all other purposes whatsoever, whether or not such Note be overdue, andneither the Issuer, the Indenture Trustee nor any agent of the Issuer or theIndenture Trustee shall be affected by notice to the contrary. Section 2.7 Payment of Principal and Interest; Note InterestShortfall. (a) The Notes shall accrue interest as provided in the forms of Notesin Exhibit A and such interest shall be payable on each Distribution Date asspecified therein, subject to Section 3.1. Any installment of interest orprincipal, if any, payable on any Note which is punctually paid or duly providedfor by the Issuer on the applicable Distribution Date shall be paid to thePerson in whose name such Note (or one or more Predecessor Notes) is registeredon the applicable Record Date by check mailed first-class, postage prepaid tosuch Person’s address as it appears on the Note Register on such Record Date (orby wire transfer in immediately available funds to the account provided by suchPerson), except that, unless Definitive Notes have been issued pursuant toSection 2.12, with respect to Notes registered on the Record Date in the name ofthe nominee of the applicable Clearing Agency, for the Notes (initially, suchnominee to be Cede & Co.), payment shall be made by wire transfer in immediatelyavailable funds to the account designated by such nominee and except for thefinal installment of principal payable with respect to such Note on aDistribution Date or on the Note Final Maturity Date for such Note which shall -6-be payable as provided below. The funds represented by any such checks returnedundelivered shall be held in accordance with Section 3.3. (b) The principal amount of each class of Notes shall be payable ininstallments on each Distribution Date as provided in the forms of Notes setforth in Exhibit A. Notwithstanding the foregoing, the entire unpaid principalamount of each class of the Notes shall be due and payable, if not previouslypaid, on the Note Final Maturity Date for such class of Notes and on the date onwhich an Event of Default shall have occurred and be continuing if the IndentureTrustee or the Noteholders of the Notes representing at least a majority of theOutstanding Amount of the Notes have declared the Notes to be immediately dueand payable in the manner provided in Section 5.2. All principal payments on theNotes shall be made pro rata to the specific class of Noteholders entitledthereto. The Indenture Administrator shall notify the Person in whose name aNote is registered at the close of business on the Record Date preceding theDistribution Date on which the Issuer expects that the final installment ofprincipal of and interest on such Note will be paid. Such notice shall be mailedor transmitted by facsimile prior to such final Distribution Date and shallspecify that such final installment will be payable only upon presentation andsurrender of such Note and shall specify the place where such Note may bepresented and surrendered for payment of such installment. Notices in connectionwith redemptions of Notes shall be mailed to Noteholders as provided in Section10.2. (c) If the Issuer defaults in a payment of interest at theapplicable Note Rate on the Notes, the Issuer shall pay the resulting NoteInterest Shortfall on the following Distribution Date as provided in theAdministration Agreement. Section 2.8 Cancellation. All Notes surrendered for payment,registration of transfer, exchange or redemption shall, if surrendered to anyPerson other than the Indenture Administrator, be delivered to the IndentureAdministrator and shall be promptly cancelled by the Indenture Administrator.The Issuer may at any time deliver to the Indenture Administrator forcancellation any Notes previously authenticated and delivered hereunder whichthe Issuer may have acquired in any manner whatsoever and all Notes so deliveredshall be promptly cancelled by the Indenture Administrator. No Notes shall beauthenticated in lieu of or in exchange for any Notes cancelled as provided inthis Section, except as expressly permitted by this Indenture. All canceledNotes may be held or disposed of by the Indenture Administrator in accordancewith its standard retention or disposal policy as in effect at the time, unlessthe Issuer shall direct by an Issuer Order that they be returned to it and solong as such Issuer Order is timely and the Notes have not been previouslydisposed of by the Indenture Administrator. Section 2.9 Release of Collateral. Subject to Section 11.1 and theterms of the Basic Documents, the Indenture Trustee shall release property fromthe lien of this Indenture only upon (i) delivery to each Rating Agency of awritten notice stating the reason for such release and (ii) receipt of an IssuerRequest accompanied by an Officers’ Certificate of the Issuer, an Opinion ofCounsel and Independent Certificates in accordance with TIA ss.ss. 314(c) and314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates tothe 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-EntryNotes, to be delivered to -7-The Depository Trust Company, as initial Clearing Agency, by the Issuer, or onbehalf of the Issuer. Such Notes shall initially be registered on the NoteRegister in the name of Cede & Co., the nominee of the initial Clearing Agency,and no Note Owner shall receive a definitive, fully registered note (a”Definitive Note”) representing such Note Owner’s interest in such Note, exceptas provided in Section 2.12. Unless and until Definitive Notes have been issuedto Note Owners pursuant to Section 2.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar, the Indenture Administrator and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Administrator and 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 Section 406 of ERISA or Section 4975 of the Code, a 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. -8- Section 2.11 Notices to Clearing Agency. Whenever a notice or othercommunication is required under this Indenture to be given to Noteholders,unless and until Definitive Notes shall have been issued to Note Owners pursuantto Section 2.12, the Indenture Administrator or the Indenture Trustee, as thecase may be, shall give all such notices and communications specified herein tothe applicable Clearing Agency. Section 2.12 Definitive Notes. If (i) the Administrator advises theIndenture Administrator in writing that a Clearing Agency (a) is closed forbusiness for a continuous period of 14 days (other than by reason of holiday,statutory or otherwise), (b) announces an intention to cease businesspermanently (or does so and no alternative clearing system acceptable to theIndenture Administrator is then available), or (c) at any time, is unwilling orunable to continue as, or ceases to be, a clearing agency registered under allapplicable laws, and a successor clearing agency which is registered as aclearing agency under all applicable laws is not appointed by the Administratorwithin 90 days of such event, (ii) the Administrator at its option advises theIndenture Administrator in writing that it elects to terminate the book-entrysystem through that Clearing Agency or (iii) after the occurrence of an Event ofDefault, a Servicer Default or an Administrator Default, Note Ownersrepresenting beneficial interests aggregating at least a majority of theOutstanding Amount of the applicable Notes advise the applicable Clearing Agency(which shall then notify the Indenture Trustee) in writing that the continuationof a book-entry system through such Clearing Agency is no longer in the bestinterests of such Note Owners, then the Indenture Administrator shall cause suchClearing Agency to notify all Note Owners cleared, through such Clearing Agency,of the occurrence of any such event and of the availability of Definitive Notesto Note Owners requesting the same. Upon surrender to the IndentureAdministrator of the typewritten Notes representing the Book-Entry Notes by aClearing Agency, accompanied by registration instructions, the Issuer shallexecute and the Indenture Administrator shall authenticate the Definitive Notesin accordance with the instructions of such Clearing Agency, which shallinclude, without limitation, the identity and payment instructions for allNoteholders of the applicable Notes. None of the Issuer, the Note Registrar, theIndenture Trustee or the Indenture Administrator shall be liable for any delayin delivery of such instructions and may conclusively rely on, and shall beprotected in relying on, such instructions. Upon the issuance of DefinitiveNotes, the Indenture Trustee, the Indenture Administrator and the Note Registrarshall recognize the holders of the Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or withthe assets of, a Benefit Plan, such Note Owner shall be deemed to haverepresented that such acquisition or purchase will not constitute or otherwiseresult in: (i) in the case of a Benefit Plan subject to Section 406 of ERISA orSection 4975 of the Code, a prohibited transaction in violation of Section 406of ERISA or Section 4975 of the Code which is not covered by a class or otherapplicable exemption and (ii) in the case of a Benefit Plan subject to asubstantially similar law, a non-exempt violation of such substantially similarlaw. Any transfer found to have been made in violation of such deemedrepresentation shall be null and void and of no effect. Section 2.13 Certain Tax Forms and Treatment. (a) Each Noteholderand any beneficial owner of a Note, if required by law, shall timely furnish theIssuer or its agents any U.S. federal income tax form or certification (such asIRS Form W-8BEN (Certification of Foreign Status as Beneficial Owner), FormW-8IMY (Certification of Foreign Intermediary -9-Status) with all appropriate attachments, IRS Form W-9 (Request for TaxpayerIdentification Number and Certification), or IRS Form W-8ECI (Certification ofForeign Person’s Claim for Exemption from Withholding on Income EffectivelyConnected with Conduct of a U.S. Trade or Business) or any successors to suchIRS forms) that the Issuer or its agents may reasonably request and shall updateor replace such form or certification in accordance with its terms or itssubsequent amendments. The Noteholder understands that the Issuer may requirecertification acceptable to it (i) to permit the Issuer to make payments to itwithout, or at a reduced rate of, withholding or (ii) to enable the Issuer toqualify for a reduced rate of withholding or back-up withholding in anyjurisdiction from or through which the Issuer receives payments on its assets.The Noteholder agrees to provide any such certification that is requested by theIssuer. If such forms are not provided or if any tax or other governmentalcharge shall otherwise become payable by or on behalf of the IndentureAdministrator, including any tax or governmental charge required to be withheldfrom any payment made by the Indenture Administrator under the provisions of anyapplicable law or regulation with respect to the Notes, such tax or governmentalcharge shall be payable by the Noteholder and may be withheld by the IndentureAdministrator. The Issuer and the Indenture Administrator shall have the rightto refuse the surrender, registration of transfer or exchange of any Note withrespect to which such tax or other governmental charge shall be payable untilsuch payment shall have been made by the Noteholder. (b) The Issuer, the Indenture Trustee and each Noteholder agree totreat such Notes as indebtedness for U.S. federal, state and local income andfranchise tax purposes and further agree not to take any action inconsistentwith such treatment, unless required by law. (c) It is intended that the Trust be classified for U.S. federalincome tax purposes as a mere security devise or, failing such treatment, as agrantor trust or an entity disregarded from its owner, and not as an association(or publicly traded partnership) taxable as a corporation. None of the Issuer,the Depositor, or the Indenture Trustee shall cause the Trust to be treated asan association taxable as a corporation for U.S. federal income tax purposes. Noelection shall be made to treat the Trust as an association taxable as acorporation without the unanimous consent of all Noteholders. (d) The Administrator shall on behalf of the Issuer prepare, executeand timely file (or cause to be prepared, appropriately executed and timelyfiled) all federal, state and local tax and information returns, reports,information, statements and schedules required to be filed by or in respect ofthe Issuer, in accordance with this Indenture and as may be required underapplicable tax laws. ARTICLE III COVENANTS; REPRESENTATIONS Section 3.1 Payments to Noteholders. The Issuer shall duly andpunctually pay the principal and interest, if any, with respect to the Notes inaccordance with the terms of the Notes and this Indenture. Without limiting theforegoing, the Issuer shall cause to be distributed to Noteholders in accordancewith the Administration Agreement that portion of the amounts on deposit in theTrust Accounts on a Distribution Date (other than any Eligible -10-Investments deposited therein that will mature on the Business Day preceding asubsequent Distribution Date) which the Noteholders are entitled to receivepursuant to Sections 2.7 and 2.8 of the Administration Agreement. Amountsproperly withheld under the Code by any Person from a payment to any Noteholderof interest and/or principal shall be considered as having been paid by theIssuer to such Noteholder for all purposes of this Indenture. Section 3.2 Maintenance of Office or Agency. The Issuer shallmaintain in the Borough of Manhattan, The City of New York and in Ireland, solong as any of the Notes are listed on the Irish Stock Exchange and the rules ofsuch exchange so require, or in such other jurisdiction if any of the Notes arelisted on another stock exchange of international standing and the rules of suchother exchange so require, an office or agency where Notes may be surrenderedfor registration of transfer or exchange, and where notices and demands to orupon the Issuer in respect of the Notes and this Indenture may be served. TheIssuer hereby initially appoints the Indenture Administrator and McCannFitzGerald Listing Services Limited, Dublin, Ireland, respectively, to serve asits agents for the foregoing purposes. The Issuer shall give prompt writtennotice to the Indenture Trustee of the locations, and of any change in thelocations, of any such offices or agencies. If at any time the Issuer shall failto maintain any such offices or agencies or shall fail to furnish the IndentureTrustee with the addresses thereof, such surrenders, notices and demands may bemade or served at the Corporate Trust Office, and the Issuer hereby appoints theIndenture Trustee as its agent to receive all such surrenders, notices anddemands. Section 3.3 Money for Payments to Be Held in Trust. As provided inSection 8.2(a) and (b), all payments of amounts due and payable with respect toany Notes that are to be made from amounts distributed from the CollectionAccount or the Reserve Account pursuant to Sections 2.7 and 2.8 of theAdministration Agreement shall be made on behalf of the Issuer by the IndentureAdministrator or by another Paying Agent, and no amounts so distributed from theCollection Account for payments to Noteholders shall be paid over to the Issuerexcept as provided in this Section. On or before the Business Day next preceding each Distribution Dateand Redemption Date, the Issuer shall distribute or cause to be distributed tothe Indenture Administrator (or any other Paying Agent) an aggregate sumsufficient to pay the amounts then becoming due under the Notes, such sum to beheld in trust for the benefit of the Persons entitled thereto and shall promptlynotify the Indenture Trustee and (unless the Paying Agent is the IndentureTrustee), the Indenture Administrator, of its action or failure so to act. The Issuer shall cause each Paying Agent other than the IndentureAdministrator and the Indenture Trustee to execute and deliver to the IndentureTrustee an instrument in which such Paying Agent shall agree with the IndentureTrustee (and if the Indenture Trustee acts as Paying Agent, it hereby soagrees), 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; -11- (ii) give the Indenture Trustee notice of any default by the Issuer of which a Responsible Officer of the Paying Agent 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 (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 Indenture Administrator, as the initial Paying Agent, herebyagrees to the provisions of clauses (i) through (v) above. The Issuer may at any time, for the purpose of obtaining thesatisfaction and discharge of this Indenture or for any other purpose, by IssuerOrder direct any Paying Agent to pay to the Indenture Administrator all sumsheld in trust by such Paying Agent, such sums to be held by the IndentureAdministrator upon the same trusts as those upon which the sums were held bysuch Paying Agent; and upon such payment by any Paying Agent to the IndentureAdministrator, such Paying Agent shall be released from all further liabilitywith respect to such money. Subject to applicable laws with respect to escheat of funds, anymoney held by the Indenture Administrator or any Paying Agent in trust for thepayment of any amount due with respect to any Note and remaining unclaimed fortwo years after such amount has become due and payable shall be discharged fromsuch trust and be paid to the Issuer on Issuer Request or if the Issuer has beenterminated to the Depositor upon its written request; and the Noteholder thereofshall thereafter, as an unsecured general creditor, look only to the Issuer forpayment thereof (but only to the extent of the amounts so paid to the Issuer),and all liability of the Indenture Trustee, the Indenture Administrator or suchPaying Agent with respect to such trust money shall thereupon cease; provided,however, that the Indenture Administrator or such Paying Agent, before beingrequired to make any such repayment, shall at the expense and direction of theIssuer cause to be published once, in a newspaper published in the Englishlanguage, customarily published on each Business Day and of general circulationin The City of New York, or in such other jurisdiction if any of the Notes arelisted on another stock exchange of international standing and the rules of suchother 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 thedate of such publication, any unclaimed balance of such money then remainingwill be repaid to the Issuer. The Indenture Administrator shall also adopt andemploy, at the expense of the Issuer, any other reasonable means of notificationof such repayment (including mailing -12-notice of such repayment to Noteholders whose Notes have been called but havenot been surrendered for redemption or whose right to or interest in moneys dueand payable but not claimed is determinable from the records of the IndentureTrustee, the Indenture Administrator or any Paying Agent, at the last address ofrecord for each such Noteholder). Section 3.4 Existence. The Issuer shall keep in full effect itsexistence, rights and franchises as a statutory trust under the laws of theState of Delaware (unless it becomes, or any successor Issuer hereunder is orbecomes, organized under the laws of any other State or of the United States ofAmerica, in which case the Issuer shall keep in full effect its existence,rights and franchises under the laws of such other jurisdiction) and shallobtain and preserve its qualification to do business in each jurisdiction inwhich such qualification is or shall be necessary to protect the validity andenforceability of this Indenture, the Notes, the Collateral and each otherinstrument or agreement included in the Indenture Trust Estate. Section 3.5 Protection of Indenture Trust Estate. The Issuer willfrom time to time execute and deliver all such supplements and amendmentshereto, all such financing statements and continuation statements and will takesuch 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 Administrator its agentand attorney-in-fact to execute any financing statement, continuation statementor other instrument required to be executed pursuant to this Section. Section 3.6 Opinions as to Indenture Trust Estate. (a) On theClosing Date, the Issuer shall furnish to the Indenture Trustee and theIndenture Administrator an Opinion of Counsel either stating that, in theopinion of such counsel, such action has been taken with respect to therecording and filing of this Indenture as is necessary to perfect and makeeffective the lien and security interest of this Indenture and reciting thedetails of such action, or stating that, in the opinion of such counsel, no suchaction is necessary to make such lien and security interest effective. (b) On or before December 31 in each calendar year, beginning in2006, the Issuer shall furnish to the Indenture Trustee and the IndentureAdministrator an Opinion of Counsel either stating that, in the opinion of suchcounsel, such action has been taken with respect to the recording, filing,re-recording and refiling of this Indenture and any indentures supplementalhereto as is necessary to maintain the lien and security interest created bythis Indenture and relating the details of such action or stating that in theopinion of such counsel no -13-such action is necessary to maintain such lien and security interest. SuchOpinion of Counsel shall also describe the recording, filing, recording andrefiling of this Indenture and any indentures supplemental hereto that will, inthe opinion of such counsel, be required to maintain the lien and securityinterest of this Indenture until December 31 in the following calendar year. Section 3.7 Performance of Obligations; Servicing of Trust StudentLoans. (a) The Issuer will not take any action and will use its best efforts notto permit any action to be taken by others that would release any Person fromany of such Person’s material covenants or obligations under any instrument oragreement included in the Indenture Trust Estate or that would result in theamendment, hypothecation, subordination, termination or discharge of, or impairthe validity or effectiveness of, any such instrument or agreement, except asexpressly provided in this Indenture, any other Basic Document or such otherinstrument or agreement. (b) The Issuer may contract with other Persons to assist it inperforming its duties under this Indenture, and any performance of such dutiesby a Person identified to the Indenture Administrator and the Indenture Trusteein an Officers’ Certificate of the Issuer shall be deemed to be action taken bythe Issuer; provided, however, the Issuer shall not be liable for any acts ofPersons with whom the Issuer has contracted with reasonable care. Initially, theIssuer has contracted with the Servicer and the Administrator to assist theIssuer in performing its duties under this Indenture. The Issuer shall givewritten notice to the Indenture Administrator, the Indenture Trustee and eachRating Agency of any such contract with any other Person. (c) The Issuer shall punctually perform and observe all of itsobligations and agreements contained in this Indenture, the other BasicDocuments and the instruments and agreements included in the Indenture TrustEstate, including filing or causing to be filed all UCC financing statements andcontinuation statements prepared by the Issuer and required to be filed by theterms of this Indenture and the Administration Agreement in accordance with andwithin the time periods provided for herein and therein. Except as otherwiseexpressly provided therein, the Issuer shall not waive, amend, modify,supplement or terminate any Basic Document or any provision thereof without theconsent of the Indenture Trustee or the Noteholders of at least a majority ofthe Outstanding Amount of the Notes. The Issuer shall give written notice toeach Rating Agency of any waiver, amendment, modification, supplement ortermination that requires the consent of the Indenture Trustee or theNoteholders of at least a majority of the Outstanding Amount of the Notes. (d) If a Responsible Officer of the Issuer shall have knowledge ofthe occurrence of a Servicer Default or an Administrator Default under theServicing Agreement or the Administration Agreement, respectively, the Issuershall promptly notify the Indenture Trustee, the Indenture Administrator and theRating 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 shallarise from the failure of the Servicer to perform any of its duties orobligations under the Servicing Agreement, or an Administrator Default shallarise from the failure of the Administrator to perform any of its duties orobligations under the Administration Agreement, as the case may be, with respectto the Trust Student Loans, the Issuer shall take all reasonable steps availableto it to enforce its rights under the Basic Documents in respect of suchfailure. -14- (e) As promptly as possible after the giving of notice oftermination to the Servicer of the Servicer’s rights and powers, pursuant toSection 5.1 of the Servicing Agreement, or to the Administrator of theAdministrator’s rights and powers, pursuant to Section 5.1 of the AdministrationAgreement, the Issuer shall appoint a successor servicer (the “SuccessorServicer”) or a successor administrator (the “Successor Administrator”),respectively, and such Successor Servicer or Successor Administrator, as thecase may be, shall accept its appointment by a written assumption in a formacceptable to the Indenture Administrator. In the event that a SuccessorServicer or Successor Administrator has not been appointed and accepted itsappointment at the time when the Servicer or Administrator, as the case may be,ceases to act as Servicer or Administrator, respectively, the IndentureAdministrator without further action shall automatically be appointed theSuccessor Servicer or Successor Administrator, as the case may be. The IndentureAdministrator may resign as the Successor Servicer or the SuccessorAdministrator by giving written notice of resignation to the Issuer and in suchevent will be released from such duties and obligations, such release not to beeffective until the date a new servicer or a new administrator enters into anagreement with the Issuer as provided below; provided, however, that nothingherein shall require or permit the Indenture Administrator to act as Servicer,or otherwise service the Trust Student Loans, in violation of the HigherEducation Act. Upon delivery of any such notice to the Issuer, the Issuer shallobtain a new servicer as the Successor Servicer under the Servicing Agreement ora new administrator as the Successor Administrator under the AdministrationAgreement, as the case may be. Any Successor Servicer or SuccessorAdministrator, other than the Indenture Administrator, shall (i) be anestablished institution (A) that satisfies any requirements of the HigherEducation Act applicable to servicers and (B) whose regular business includesthe servicing or administration of student loans and (ii) enter into a servicingagreement or an administration agreement, respectively, with the Issuer havingsubstantially the same provisions as the provisions of the Servicing Agreementand the Administration Agreement, as applicable. If within 30 days after thedelivery of the notice referred to above, the Issuer shall not have obtainedsuch a new servicer or new administrator, as the case may be, the IndentureAdministrator may appoint, or may petition a court of competent jurisdiction toappoint, a Successor Servicer or Successor Administrator; provided, however,that such right to appoint or to petition for the appointment of any suchsuccessor shall in no event relieve the Indenture Administrator from anyobligations otherwise imposed on it under the Basic Documents until suchsuccessor has in fact assumed such appointment. In connection with any suchappointment, the Indenture Administrator may make such arrangements for thecompensation of such successor as it and such successor shall agree, subject tothe limitations set forth below and in the Servicing Agreement or AdministrationAgreement, as applicable, and in accordance with Section 5.2 of the ServicingAgreement and Section 5.2 of the Administration Agreement, the Issuer shallenter into an agreement with such successor for the servicing or administrationof the Trust Student Loans (such agreement to be in form and substancesatisfactory to the Indenture Trustee). If the Indenture Administrator shallsucceed as provided herein to the Servicer’s duties as Servicer with respect tothe Trust Student Loans, or the Administrator’s duties with respect to theIssuer and the Trust Student Loans, as the case may be, it shall do so in itsindividual capacity and not in its capacity as Indenture Administrator and,accordingly, the provisions of Article VI hereof shall be inapplicable to theIndenture Trustee in its duties as the successor to the Servicer or theAdministrator, as the case may be, and the servicing or administration of theTrust Student Loans. In case the Indenture Administrator shall become successorto the Servicer or the Administrator, the Indenture Administrator shall be -15-entitled to appoint as Servicer or as Administrator, as the case may be, any oneof its Affiliates, provided that such appointment shall not affect or alter inany way the liability of the Indenture Administrator as Successor Servicer orSuccessor Administrator, respectively, in accordance with the terms hereof. (f) Upon any termination of the Servicer’s rights and powerspursuant to the Servicing Agreement, or any termination of the Administrator’srights and powers pursuant to the Administration Agreement, as the case may be,the Issuer shall promptly notify the Indenture Administrator and each RatingAgency. As soon as a Successor Servicer or a Successor Administrator isappointed, the Issuer shall notify the Indenture Administrator and each RatingAgency of such appointment, specifying in such notice the name and address ofsuch Successor Servicer or such Successor Administrator. (g) Without derogating from the absolute nature of the assignmentgranted to the Indenture Trustee under this Indenture or the rights of theIndenture Trustee hereunder, the Issuer agrees that it will not, without theprior written consent of the Indenture Trustee or the Noteholders of at least amajority 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 BasicDocuments, except to the extent otherwise provided in the Basic Documents, orwaive timely performance or observance by the Servicer, the Administrator, theDepositor, SLC, the Issuer, the Owner Trustee, the Eligible Lender Trustee orthe Indenture Administrator under the Basic Documents; provided, however, thatno such amendment shall (i) increase or reduce in any manner the amount of, oraccelerate or delay the timing of, distributions that are required to be madefor the benefit of the Noteholders, or (ii) reduce the aforesaid percentage ofthe Notes which are required to consent to any such amendment, without theconsent of the Noteholders of all the Outstanding Notes. If any such amendment,modification, supplement or waiver shall be so consented to by the IndentureTrustee or such Noteholders, the Issuer shall give written notice thereof toeach Rating Agency and agrees, promptly following a request by the IndentureTrustee to do so, to execute and deliver, in its own name and at its ownexpense, such agreements, instruments, consents and other documents as theIndenture Trustee may deem necessary or appropriate in the circumstances. TheIssuer shall be entitled to receive and rely upon an opinion of its counsel thatany such amendment or modification will not materially adversely affect therights or security of the Noteholders. Section 3.8 Negative Covenants. So long as any Notes areOutstanding, 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 Administrator; (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 -16- or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (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. Section 3.9 Annual Statement as to Compliance. The Issuer willdeliver to the Indenture Trustee, the Indenture Administrator and each RatingAgency, within 90 days after the end of each fiscal year of the Issuer(commencing with the fiscal year ending December 31, 2006), an Officers’Certificate of the Administrator stating that: (i) a review of the activities of the Issuer during such year and of performance under this Indenture has been made under the supervision of an Authorized Officer of the Administrator; and (ii) to the best of such Authorized Officer’s 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 Officer 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; -17- (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Indenture Administrator) 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 (and shall have delivered a copy thereof to the Indenture Administrator) 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 allof its properties or assets, including those included in the Indenture TrustEstate, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee and the Indenture Administrator, in form satisfactory to the Indenture Trustee and the Indenture Administrator, 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 and the Indenture Administrator) to the effect that such transaction will not have any material adverse Federal or Delaware state tax consequence to the Issuer or any Noteholder; -18- (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 (and shall have delivered a copy thereof to the Indenture Administrator) 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 ormerger of the Issuer in accordance with Section 3.10(a), the Person formed by orsurviving such consolidation or merger (if other than the Issuer) shall succeedto, and be substituted for, and may exercise every right and power of, theIssuer under this Indenture with the same effect as if such Person had beennamed as the Issuer herein. (b) Upon a conveyance or transfer of all the assets and propertiesof the Issuer pursuant to Section 3.10(b), SLC Student Loan Trust 2006-1 will bereleased from every covenant and agreement of this Indenture to be observed orperformed on the part of the Issuer with respect to the Notes immediately uponthe delivery by the Issuer of written notice to the Indenture Trustee and theIndenture Administrator stating that SLC Student Loan Trust 2006-1 is to be soreleased. Section 3.12 No Other Business. The Issuer shall not engage in anybusiness other than financing, purchasing, owning, selling and managing theTrust Student Loans and the other assets of the Issuer and related proceeds inthe manner contemplated by this Indenture and the other Basic Documents andactivities incidental thereto. Section 3.13 No Borrowing. The Issuer shall not issue, incur,assume, guarantee or otherwise become liable, directly or indirectly, for anyindebtedness except for the Notes. Section 3.14 Obligations of Servicer and Administrator. The Issuershall cause the Servicer to comply with Sections 3.1, 3.2 and 3.3 of theAdministration Agreement and Section 3.7 of the Servicing Agreement and theAdministrator to comply with Sections 2.11, 3.1, 3.2 and 3.3 of theAdministration Agreement. Section 3.15 Guarantees, Loans, Advances and Other Liabilities.Except as contemplated by this Indenture and the other Basic Documents, theIssuer shall not make any loan or advance or credit to, or guarantee (directlyor indirectly or by an instrument having the effect of assuring another’spayment or performance on any obligation or capability of so doing orotherwise), endorse or otherwise become contingently liable, directly orindirectly, 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 anycapital contribution to, any other Person. Section 3.16 Capital Expenditures. The Issuer shall not make anyexpenditure (by long-term or operating lease or otherwise) for capital assets(either realty or personalty). -19- Section 3.17 Restricted Payments. The Issuer shall not, directly orindirectly, (i) pay any dividend or make any distribution (by reduction ofcapital or otherwise), whether in cash, property, securities or a combinationthereof, to the Owner Trustee or any owner of a beneficial interest in theIssuer or otherwise with respect to any ownership or equity interest or securityin or of the Issuer or to the Servicer or the Administrator, (ii) redeem,purchase, retire or otherwise acquire for value any such ownership or equityinterest or security or (iii) set aside or otherwise segregate any amounts forany such purpose; provided, however, that the Issuer may make, or cause to bemade, distributions to the Servicer, the Owner Trustee, the Eligible LenderTrustee, the Indenture Trustee, the Indenture Administrator, the Noteholders,the Administrator and the Depositor as contemplated by, and to the extent fundsare available for such purpose under, this Indenture and the other BasicDocuments. The Issuer will not, directly or indirectly, make payments to ordistributions from the Collection Account except in accordance with thisIndenture and the other Basic Documents. Section 3.18 Notice of Events of Default. The Issuer shall give theIndenture Trustee, the Indenture Administrator and the Rating Agencies promptwritten notice of each Event of Default hereunder. The Issuer shall give theIndenture Trustee, the Indenture Administrator and the Rating Agencies promptwritten notice of each default on the part of (i) the Depositor of itsobligations under the Sale Agreement, (ii) SLC of its obligations under thePurchase Agreement, (iii) the Servicer of its obligations under the ServicingAgreement, or (iv) the Administrator of its obligations under the AdministrationAgreement. In addition, the Issuer shall deliver to the Indenture Trustee, theIndenture Administrator and each Rating Agency, within five days after theoccurrence thereof, written notice in the form of an Officers’ Certificate ofthe Issuer of any event which with the giving of notice and the lapse of timewould become an Event of Default under Section 5.1(iii), its status and whataction the Issuer is taking or proposes to take with respect thereto. Section 3.19 Further Instruments and Acts. Upon request of theIndenture Trustee and the Indenture Administrator, the Issuer will execute anddeliver such further instruments and do such further acts as may be reasonablynecessary or proper to carry out more effectively the purpose of this Indenture. Section 3.20 Taxes. (a) The Issuer shall file (or cause to be filed)all material federal, state, county, local and foreign income, franchise andother tax returns required to be filed by it, and shall pay all material taxesreflected as due thereon. There is no pending dispute with any taxing authoritythat, if determined adversely to the Issuer, would result in the assertion byany taxing authority of any material tax deficiency, and the Issuer has noknowledge of a proposed liability for any tax year to be imposed upon suchentity’s properties or assets for which there is not an adequate reservereflected in such entity’s current financial statements. Issuer is not aware ofany judgment or tax lien filings against Issuer. (b) The Issuer intends to treat the transactions contemplated by theSale Agreement as an absolute transfer, and not a pledge, of the Trust StudentLoans from the Depositor for financial accounting purposes. The Issuer and theDepositor intend to treat the assets of the Issuer as assets owned by theDepositor for U.S. federal income tax purposes. -20- (c) Each grant of the Trust Student Loans (including all paymentsdue or to become due thereunder) by the Issuer pursuant to this Indenture is notsubject to and will not result in any tax, fee or governmental charge payable bythe Issuer or the Depositor to any federal, state or local government. Section 3.21 Representations of the Issuer Regarding the IndentureTrustee’s Security Interest. The Issuer hereby represents and warrants for thebenefit of the Indenture Trustee and the Noteholders as follows: (a) This Indenture creates a valid and continuing security interest(as defined in the applicable UCC in effect in the State of New York) in theTrust Student Loans in favor of the Indenture Trustee, which security interestis prior to all other liens, charges, security interests, mortgages or otherencumbrances, and is enforceable as such as against creditors of and purchasersfrom Issuer. (b) The Trust Student Loans constitute either “general intangibles”or “instruments” within the meaning of the applicable UCC. (c) The Issuer owns and has good and marketable title to the TrustStudent Loans free and clear of any lien, charge, security interest, mortgage orother encumbrance, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within 10 days, thefiling of all appropriate financing statements in the proper filing office inthe appropriate jurisdictions under applicable law in order to perfect thesecurity interest in the Trust Student Loans granted to the Indenture Trusteehereunder. (e) All executed copies of each promissory note that constitute orevidence the Trust Student Loans have been delivered to the Indenture Trustee. (f) The Issuer has received a written acknowledgment from theCustodian that such Custodian is holding the promissory notes that constitute orevidence the Trust Student Loans solely on behalf of and for the benefit of theIndenture Trustee. (g) Other than the security interest granted to the IndentureTrustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold,granted a security interest in, or otherwise conveyed any of the Trust StudentLoans. The Issuer has not authorized the filing of and is not aware of anyfinancing statements against Issuer that include a description of collateralcovering the Trust Student Loans other than any financing statement relating tothe security interest granted to the Indenture Trustee hereunder or that hasbeen terminated. The Issuer is not aware of any judgment or tax lien filingsagainst the Issuer. Section 3.22 Covenants of the Issuer Regarding the IndentureTrustee’s Security Interest. The Issuer hereby covenants for the benefit of theIndenture Trustee and the Noteholders as follows: -21- (a) The representations and warranties set forth in Section 3.21shall survive the termination of this Indenture. (b) The Indenture Trustee shall not waive any of the representationsand warranties set forth in Section 3.21 above. The Issuer shall take all steps necessary, and shall cause theServicer to take all steps necessary and appropriate, to maintain the perfectionand priority of the Indenture Trustee’s security interest in the Trust StudentLoans. ARTICLE IV SATISFACTION AND DISCHARGE Section 4.1 Satisfaction and Discharge of Indenture. This Indentureshall 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 paymentsof principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the IndentureTrustee and the Indenture Administrator hereunder (including, withoutlimitation, the rights of the Indenture Trustee and the Indenture Administratorunder Section 6.7 and the obligations of the Indenture Administrator underSection 4.2) and (vi) the rights of Noteholders as beneficiaries hereof withrespect to the property so deposited with the Indenture Administrator payable toall or any of them, and the Indenture Trustee, on demand of and at the expenseof the Issuer, shall execute proper instruments acknowledging satisfaction anddischarge of this Indenture with respect to the Notes, when: (a) either (1) all Notes theretofore authenticated and delivered (other than(i) Notes that have been destroyed, lost or stolen and that have been replacedor paid as provided in Section 2.5 and (ii) Notes for whose payment money hastheretofore been deposited in trust or segregated and held in trust by theIssuer and thereafter repaid to the Issuer or discharged from such trust, asprovided in Section 3.3) have been delivered to the Indenture Administrator forcancellation; or (2) all Notes not theretofore delivered to the IndentureAdministrator for cancellation (i) have become due and payable, (ii) will become due and payable at their respective Note Final Maturity Date, within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Administrator for the giving of notice of redemption by the Indenture Administrator 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 -22- deposited with the Indenture Administrator on behalf of 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 Administrator for cancellation when due to the Note Final Maturity Date; (b) the Issuer has paid or caused to be paid all other sums payablehereunder by the Issuer; and (c) the Issuer has delivered to the Indenture Trustee and theIndenture Administrator an Officers’ Certificate of the Issuer, an Opinion ofCounsel and (if required by the TIA or the Indenture Trustee) an IndependentCertificate from a firm of certified public accountants, each meeting theapplicable requirements of Section 11.1(a) and, subject to Section 11.2, eachstating that all conditions precedent herein provided for relating to thesatisfaction and discharge of this Indenture have been complied with. Section 4.2 Application of Trust Money. All moneys deposited withthe Indenture Administrator pursuant to Section 4.1 hereof shall be held intrust and applied by it, in accordance with the provisions of the Notes and thisIndenture, to the payment, either directly or through any Paying Agent, as theIndenture Trustee may determine, to the Noteholders of the particular Notes forthe payment or redemption of which such moneys have been deposited with theIndenture Administrator, of all sums due and to become due thereon for principaland interest; but such moneys need not be segregated from other funds except tothe extent required herein or in the Administration Agreement or required bylaw. Section 4.3 Repayment of Moneys Held by Paying Agent. In connectionwith the satisfaction and discharge of this Indenture with respect to the Notes,all moneys then held by any Paying Agent other than the Indenture Administratorunder the provisions of this Indenture with respect to such Notes shall, upondemand of the Issuer, be paid to the Indenture Administrator to be held andapplied according to Section 3.3 and thereupon such Paying Agent shall bereleased from all further liability with respect to such moneys. Section 4.4 Auction of Trust Student Loans. If the Servicer has notexercised its option to purchase or arrange for the purchase of the Trust Estateas described in Section 6.1(a) of the Administration Agreement on the firstDistribution Date after the date on which the Pool Balance is equal to 10% orless of the Initial Pool Balance, the Indenture Administrator will engage athird-party financial advisor, which may be an Affiliate of the Servicer, anunderwriter of the Notes or the Administrator (the “Third-Party FinancialAdvisor”) to try to auction any Trust Student Loans remaining in the Trust onthe date (the “Trust Auction Date”) that is three Business Days prior to thenext Distribution Date. An auction will be consummated only if the Servicer haswaived its option to purchase or arrange for the purchase of the Trust Estate.The Servicer will be deemed to have waived such option if it fails to notify theEligible Lender Trustee, the Indenture Trustee and the Indenture Administratorof its exercise thereof in writing prior to the Third-Party Financial Advisoraccepting a bid to purchase such Trust Student Loans. Only Persons that are notAffiliates of the Servicer may purchase the Trust Student Loans on the TrustAuction Date. If in connection with any auction of the Trust Student Loans atleast two -23-bids are received, the Third-Party Financial Advisor, on behalf of the IndentureAdministrator, shall solicit and resolicit new bids from all participatingbidders until only one bid remains or the remaining bidders decline to resubmitbids. The Third-Party Financial Advisor, on behalf of the IndentureAdministrator, shall accept the highest of such remaining bids if it is equal toor in excess of the Minimum Purchase Amount. If at least two bids are notreceived, or the highest bid after the resolicitation process is completed isnot equal to or in excess of the Minimum Purchase Amount, the Third-PartyFinancial Advisor shall not consummate such sale. The proceeds of any such salewill be paid at the time set forth in Section 2.6 of the AdministrationAgreement and applied in the order of priority set forth in Section 5.4(b) ofthis Indenture. If the sale is not consummated in accordance with the foregoing,the Third-Party Financial Advisor, on behalf of the Indenture Administrator,shall continue to solicit and re-solicit bids for sale of the Trust StudentLoans with respect to future Distribution Dates upon terms similar to thosedescribed above, including the Servicer’s waiver of its option to purchase theTrust Estate in accordance with Section 6.1(a) of the Administration Agreementwith respect to each such future Distribution Date, until the Third-PartyFinancial Advisor has received at least one bid that is equal to or in excess ofthe Minimum Purchase Amount. The Indenture Administrator and the Third-PartyFinancial Advisor shall be entitled to the reimbursement of all of their andtheir respective agents’ fees, expenses and costs whether or not such auctionsale is consummated from amounts held on deposit in the Collection Account. ARTICLE V REMEDIES Section 5.1 Events of Default. “Event of Default,” wherever usedherein, means any one of the following events (whatever the reason for suchEvent of Default and whether it shall be voluntary or involuntary or be effectedby operation of law or pursuant to any judgment, decree or order of any court orany order, rule or regulation of any administrative or governmental body): (i) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five days, provided that, so long as any Class A Note is Outstanding the failure to pay interest on the Class B Notes will not constitute an Event of Default; or (ii) default in the payment of the principal of any Note when the same becomes due and payable on the related Note Final Maturity Date; or (iii) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing having been incorrect in any material respect as of the time when made, such default or breach having a material adverse effect on the holders of the Notes, and such default or breach shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, -24- by registered or certified mail, to the Issuer by the Indenture Trustee or the Indenture Administrator or to the Issuer and the Indenture Trustee by the Noteholders of at least 25% of the Outstanding Amount of the 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; or (iv) 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 (v) 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 5.2 Acceleration of Maturity; Rescission and Annulment. Ifan Event of Default should occur and be continuing, then and in every such casethe Indenture Trustee or the Noteholders representing at least a majority of theOutstanding Amount of the Notes may declare all the Notes to be immediately dueand payable, by a notice in writing to the Issuer (and to the Indenture Trusteeif given by Noteholders), and upon any such declaration the unpaid principalamount of such Notes, together with accrued and unpaid interest thereon throughthe date of acceleration, shall become immediately due and payable, subject,however, to Section 5.4 of this Indenture. At any time after such declaration of acceleration of maturity hasbeen made and before a judgment or decree for payment of the money due has beenobtained by the Indenture Trustee as hereinafter in this Article V provided, theNoteholders of Notes representing at least a majority of the Outstanding Amountof the Notes, by written notice to the Issuer and the Indenture Trustee, mayrescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (a) 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 -25- (b) all sums paid or advanced by the Indenture Trustee or the Indenture Administrator hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Indenture Administrator and their agents and counsel; and (ii) 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 anyright consequent thereto. Section 5.3 Collection of Indebtedness and Suits for Enforcement byIndenture Trustee. The Issuer covenants that if (i) default is made in thepayment of any interest on any Note when the same becomes due and payable, andsuch default continues for a period of five days, or (ii) default is made in thepayment of the principal of any Note when the same becomes due and payable atthe related Note Final Maturity Date, the Issuer shall, upon demand of theIndenture Trustee, pay to it, for the benefit of the Noteholders, the wholeamount then due and payable on such Notes for principal and interest, withinterest upon the overdue principal, and, to the extent payment at such rate ofinterest shall be legally enforceable, upon overdue installments of interest, atthe rate specified in Section 2.7 and in addition thereto such further amount asshall be sufficient to cover the costs and expenses of collection, including thereasonable compensation, expenses, disbursements and advances of the IndentureTrustee and the Indenture Administrator and their agents and counsel. (a) In case the Issuer shall fail forthwith to pay such amounts uponsuch demand, the Indenture Trustee, in its own name and as trustee of an expresstrust, may institute a Proceeding for the collection of the sums so due andunpaid, and may prosecute such Proceeding to judgment or final decree, and mayenforce the same against the Issuer or other obligor upon such Notes and collectin the manner provided by law out of the property of the Issuer or other obligorupon such Notes, wherever situated, the moneys adjudged or decreed to bepayable. (b) If an Event of Default occurs and is continuing, the IndentureTrustee may, as more particularly provided in Section 5.4, in its discretion,proceed to protect and enforce its rights and the rights of the Noteholders bysuch appropriate Proceedings as the Indenture Trustee shall deem most effectiveto protect and enforce any such rights, whether for the specific enforcement ofany covenant or agreement in this Indenture or in aid of the exercise of anypower granted herein, or to enforce any other proper remedy or legal orequitable right vested in the Indenture Trustee by this Indenture or by law. (c) In case there shall be pending, relative to the Issuer or anyother obligor upon the Notes or any Person having or claiming an ownershipinterest in the Indenture Trust Estate, Proceedings under Title 11 of the UnitedStates Code or any other applicable Federal or state bankruptcy, insolvency orother similar law, or in case a receiver, assignee or trustee in bankruptcy orreorganization, liquidator, sequestrator or similar official shall have beenappointed for or taken possession of the Issuer or its property or such otherobligor or Person, or in case of any other, comparable judicial Proceedingsrelative to the Issuer or other obligor upon -26-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 shallthen be due and payable, as therein expressed or by declaration or otherwise andirrespective of whether the Indenture Trustee shall have made any demandpursuant to the provisions of this Section, shall be entitled and empowered, byintervention 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 the Indenture Administrator and each predecessor Indenture Trustee and Indenture Administrator, 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 the Indenture Administrator and each predecessor Indenture Trustee and Indenture Administrator, 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 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 similarofficial in any such Proceeding is hereby authorized by each of such Noteholdersto make payments to the Indenture Trustee, and, in the event that the IndentureTrustee shall consent to the making of payments directly to such Noteholders topay to the Indenture Trustee and the Indenture Administrator such amounts asshall be sufficient to cover reasonable compensation to the Indenture Trusteeand the Indenture Administrator, each predecessor Indenture Trustee andIndenture Administrator and their respective agents, attorneys and counsel, andall other expenses and liabilities incurred, and all advances made, by theIndenture Trustee and the Indenture Administrator and each predecessor IndentureTrustee and Indenture Administrator except as a result of negligence or badfaith. (d) Nothing herein contained shall be deemed to authorize theIndenture Trustee to authorize or consent to or vote for or accept or adopt onbehalf of any Noteholder any plan of reorganization, arrangement, adjustment orcomposition affecting the Notes or the rights of any Noteholder thereof or toauthorize the Indenture Trustee to vote in respect of the claim of anyNoteholder in any such proceeding except, as aforesaid, to vote for the electionof a trustee in bankruptcy or similar Person. -27- (e) All rights of action and of asserting claims under thisIndenture, or under any of the Notes, may be enforced by the Indenture Trusteewithout the possession of any of the Notes or the production thereof in anytrial or other Proceedings relative thereto, and any such action or Proceedingsinstituted by the Indenture Trustee shall be brought in its own name as trusteeof an express trust, and any recovery of judgment, subject to the payment of theexpenses, disbursements and compensation of the Indenture Trustee, eachpredecessor Indenture Trustee and their respective agents and attorneys, shallbe for the ratable benefit of the Noteholders. (f) In any Proceedings brought by the Indenture Trustee (and alsoany Proceedings involving the interpretation of any provision of this Indentureto which the Indenture Trustee shall be a party), the Indenture Trustee shall beheld to represent all the Noteholders, and it shall not be necessary to make anyNoteholder a party to any such Proceedings. Section 5.4 Remedies; Priorities. If an Event of Default shall haveoccurred and be continuing, the Indenture Trustee may do one or more of thefollowing (subject to Section 5.5): (a) (i) institute Proceedings in its own name and as trustee of anexpress trust for the collection of all amounts then payable on the Notes orunder this Indenture with respect thereto, whether by declaration or otherwise,enforce any judgment obtained, and collect from the Issuer and any other obligorupon such Notes moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture, with respect to the Indenture Trust Estate; (iii) exercise any remedies of a secured party under the UCC with respect to the Trust Estate and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; (iv) sell the Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and/or (v) elect to have the Eligible Lender 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 otherwiseliquidate the Indenture Trust Estate following an Event of Default, other thanan Event of Default described in Section 5.1(i) (and such default shall continuefor a period of five days) or Section 5.1(ii), unless (A) the Noteholders of100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds ofsuch sale or liquidation distributable to the Noteholders are sufficient todischarge in full all amounts then due and unpaid upon such Notes for principaland interest or (C) the Indenture Trustee determines that the Indenture TrustEstate will not continue to provide sufficient funds for the payment ofprincipal of and interest on the Notes as would have become due if the Notes hadnot been declared due and payable, and the Indenture Trustee obtains the consentof Noteholders of 66-2/3% of the Outstanding Amount of the Notes. The Indenture -28-Trustee shall be reimbursed from amounts held in the Collection Account for anyamounts paid by the Indenture Trustee to such Independent investment bankingfirm in respect of such Independent investment banking firm’s expenses. (b) Notwithstanding the provisions of Section 8.2, following theoccurrence and during the continuation of an Event of Default specified inSection 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) which has resulted in an accelerationof the Notes, if the Indenture Trustee collects any money or property, it shallpay out the money or property (and other amounts including amounts, if any, heldon deposit in each of the Trust Accounts) held as Collateral for the benefit ofthe Noteholders, net of liquidation costs associated with the sale of the assetsof the Trust, in the following order: FIRST: to the Indenture Trustee and the Indenture Administrator foramounts due under Section 6.7, to the Owner Trustee for all amounts due to itunder the Trust Agreement, and to the Eligible Lender Trustee for all amountsdue to it under the Eligible Lender Trust Agreements; SECOND: to the Servicer for due and unpaid Primary Servicing Fees; THIRD: to the Class A Noteholders for amounts due and unpaid on theClass A Notes for interest, ratably, without preference or priority of any kindamong the classes of Class A Notes, according to the amounts due and payable onthe Class A Notes for such interest; FOURTH: to the Class A Noteholders for amounts due and unpaid on theClass A Notes for principal, ratably, without preference or priority of any kindamong the classes of Class A Notes, according to the amounts due and payable onthe Class A Notes for principal; FIFTH: to the Class B Noteholders for amounts due and unpaid on theClass B Notes for interest; SIXTH: to the Class B Noteholders for amounts due and unpaid on theClass B Notes for principal; SEVENTH: to the Servicer, for any unpaid Carryover Servicing Fees;and EIGHTH: to the holder of the Trust Certificate, for distribution inaccordance with the terms of the Administration Agreement and the TrustAgreement. The Indenture Trustee may fix a record date and payment date for anypayment to Noteholders pursuant to this Section. At least 15 days before suchrecord date, the Indenture Trustee shall mail to each Noteholder and the Issuera notice that states the record date, the payment date and the amount to bepaid. Section 5.5 Optional Preservation of the Trust Student Loans. If theNotes have been declared to be due and payable under Section 5.2 following anEvent of Default and such declaration and its consequences have not beenrescinded and annulled, the Indenture Trustee may, but need not, elect tomaintain possession of the Indenture Trust Estate. It is the desire of theparties hereto and the Noteholders that there be at all times sufficient fundsfor the -29-payment of principal of and interest on the Notes, and the Indenture Trusteeshall take such desire into account when determining whether or not to maintainpossession of the Indenture Trust Estate. In determining whether to maintainpossession of the Indenture Trust Estate, the Indenture Trustee may, but neednot, obtain and rely upon an opinion of an Independent investment banking oraccounting firm of national reputation as to the feasibility of such proposedaction and as to the sufficiency of the Indenture Trust Estate for such purpose. Section 5.6 Limitation of Suits. No Noteholder shall have any rightto institute any Proceeding, judicial or otherwise, with respect to thisIndenture, or for the appointment of a receiver or trustee, or for any otherremedy hereunder, unless: (i) such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Noteholders of not less than 25% of the Outstanding Amount of the 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; (iii) such Noteholder or Noteholders have offered to the Indenture Trustee indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of at least a majority of the Outstanding Amount of the Notes;it being understood and intended that no one or more Noteholders shall have anyright in any manner whatever by virtue of, or by availing of, any provision ofthis indenture to affect, disturb or prejudice the rights of any otherNoteholders or to obtain or to seek to obtain priority or preference over anyother Noteholders or to enforce any right under this Indenture, except in themanner herein provided. In the event the Indenture Trustee shall receive conflicting orinconsistent requests and indemnity from two or more groups of Noteholders, eachrepresenting less than a majority of the Outstanding Amount of the Notes, theIndenture Trustee shall act at the direction of the group representing a greaterpercentage of the Outstanding Amount of the Notes, or if both groups are equal,the Indenture Trustee in its sole discretion may determine what action, if any,shall be taken, notwithstanding any other provisions of this Indenture. Section 5.7 Unconditional Rights of Noteholders to Receive Principaland Interest. Notwithstanding any other provisions in this Indenture, eachNoteholder shall have the right, which is absolute and unconditional, to receivepayment of the principal of and interest on its Note on or after the respectivedue dates thereof expressed in such Note or in this Indenture (or, in the caseof redemption, on or after the Redemption Date) and to institute suit for the -30-enforcement of any such payment, and such right shall not be impaired withoutthe consent of such Noteholder. Section 5.8 Restoration of Rights and Remedies. If the IndentureTrustee or any Noteholder has instituted any Proceeding to enforce any right orremedy under this Indenture and such Proceeding has been discontinued orabandoned for any reason or has been determined adversely to the IndentureTrustee or to such Noteholder, then and in every such case the Issuer, theIndenture Trustee and the Noteholders shall, subject to any determination insuch Proceeding, be restored severally and respectively to their formerpositions hereunder, and thereafter all rights and remedies of the IndentureTrustee and the Noteholders shall continue as though no such Proceeding had beeninstituted. Section 5.9 Rights and Remedies Cumulative. No right or remedyherein conferred upon or reserved to the Indenture Trustee or to the Noteholdersis intended to be exclusive of any other right or remedy, and every right andremedy shall, to the extent permitted by law, be cumulative and in addition toevery other right and remedy given hereunder or now or hereafter existing at lawor in equity or otherwise. The assertion or employment of any right or remedyhereunder, or otherwise, shall not prevent the concurrent assertion oremployment of any other appropriate right or remedy. Section 5.10 Delay or Omission Not a Waiver. No delay or omission ofthe Indenture Trustee or any Noteholder to exercise any right or remedy accruingupon any Default shall impair any such right or remedy or constitute a waiver ofany such Default or an acquiescence therein. Every right and remedy given bythis Article V or by law to the Indenture Trustee or to the Noteholders may beexercised from time to time, and as often as may be deemed expedient, by theIndenture Trustee or by the Noteholders, as the case may be. Section 5.11 Control by Noteholders. The Noteholders of at least amajority of the Outstanding Amount of the Notes shall have the right to directthe time, method and place of conducting any Proceeding for any remedy availableto the Indenture Trustee with respect to the Notes or exercising any trust orpower conferred on the Indenture Trustee; provided that (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, 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 Notes; (iii) if the conditions set forth in Section 5.5 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 Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; -31-provided, however, that, subject to Section 6.1, the Indenture Trustee need nottake any action that it determines might involve it in liability or mightmaterially adversely affect the rights of any Noteholders not consenting to suchaction. Section 5.12 Waiver of Past Defaults. Prior to the time a judgmentor decree for payment of money due has been obtained as described in Section5.2, the Noteholders of at least a majority of the Outstanding Amount of theNotes may waive any past Default and its consequences except a Default (a) inpayment when due of principal of or interest on any of the Notes or (b) inrespect of a covenant or provision hereof which cannot be modified or amendedwithout the consent of each Noteholder. In the case of any such waiver, theIssuer, the Indenture Trustee and the Noteholders shall be restored to theirformer positions and rights hereunder, respectively; but no such waiver shallextend to any subsequent or other Default or impair any right consequentthereto. Upon any such waiver, such Default shall cease to exist and bedeemed to have been cured and not to have occurred for every purpose of thisIndenture; but no such waiver shall extend to any subsequent or other Default orimpair any right consequent thereto. Section 5.13 Undertaking for Costs. All parties to this Indentureagree, and each Noteholder by such Noteholder’s acceptance of any Note shall bedeemed to have agreed, that any court may in its discretion require, in any suitfor the enforcement of any right or remedy under this Indenture, or in any suitagainst the Indenture Trustee for any action taken, suffered or omitted by it asIndenture Trustee, the filing by any party litigant in such suit of anundertaking to pay the costs of such suit, and that such court may in itsdiscretion assess reasonable costs, including reasonable attorneys’ fees,against any party litigant in such suit, having due regard to the merits andgood faith of the claims or defenses made by such party litigant; but theprovisions of this Section shall not apply to (a) any suit instituted by theIndenture Trustee, (b) any suit instituted by any Noteholder, or group ofNoteholders, in each case holding in the aggregate more than 10% of theOutstanding Amount of the Notes or (c) any suit Instituted by any Noteholder forthe enforcement of the payment of principal of or interest on any Note on orafter 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 insistupon, or plead or in any manner whatsoever, claim or take the benefit oradvantage of, any stay or extension law wherever enacted, now or at any timehereafter in force, that may affect the covenants or the performance of thisIndenture; and the Issuer (to the extent that it may lawfully do so) herebyexpressly waives all benefit or advantage of any such law, and covenants that itwill not hinder, delay or impede the execution of any power herein granted tothe Indenture Trustee, but will suffer and permit the execution of every suchpower as though no such law had been enacted. Section 5.15 Action on Notes. The Indenture Trustee’s right to seekand recover judgment on the Notes or under this Indenture shall not be affectedby the seeking, obtaining or application of any other relief under or withrespect to this Indenture. Neither the lien of this Indenture nor any rights orremedies of the Indenture Trustee or the Noteholders shall be impaired by therecovery of any judgment by the Indenture Trustee against the Issuer or by -32-the levy of any execution under such judgment upon any portion of the IndentureTrust Estate or upon any of the assets of the Issuer. Any money or propertycollected by the Indenture Trustee shall be applied in accordance with Section5.4(b). Section 5.16 Performance and Enforcement of Certain Obligations. (a)Promptly following a request from the Indenture Trustee to do so and at theAdministrator’s expense, the Issuer shall take all such lawful action as theIndenture Trustee may request to compel or secure the performance and observanceby the Depositor, SLC, the Administrator and the Servicer, as applicable, ofeach of their respective obligations to the Issuer, whether directly or byassignment, under or in connection with the Sale Agreement, the PurchaseAgreement, the Administration Agreement and the Servicing Agreement,respectively, in accordance with the terms thereof, and to exercise any and allrights, remedies, powers and privileges lawfully available to the Issuer underor in connection with the Sale Agreement, the Purchase Agreement, theAdministration Agreement and the Servicing Agreement, as the case may be, to theextent and in the manner directed by the Indenture Trustee, including thetransmission of notices of default on the part of the Depositor, SLC, theAdministrator or the Servicer thereunder and the institution of legal oradministrative actions or proceedings to compel or secure performance by theDepositor, SLC, the Administrator or the Servicer of each of their obligationsunder the Sale Agreement, the Purchase Agreement, the Administration Agreementand the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, theIndenture Trustee may, and at the written direction of the Noteholders of66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights,remedies, powers, privileges and claims of the Issuer against the Depositor,SLC, the Administrator or the Servicer under or in connection with the SaleAgreement, the Purchase Agreement, the Administration Agreement and theServicing Agreement, respectively, including the right or power to take anyaction to compel or secure performance or observance by the Depositor, SLC, theAdministrator or the Servicer of each of their obligations to the Issuerthereunder, whether directly or by assignment, and to give any consent, request,notice, direction, approval, extension or waiver under the Sale Agreement, thePurchase Agreement, the Administration Agreement and the Servicing Agreement,respectively, and any right of the Issuer to take such action shall besuspended. ARTICLE VI THE INDENTURE TRUSTEE Section 6.1 Duties of Indenture Trustee. (a) If an Event of Defaulthas occurred and is continuing, the Indenture Trustee shall exercise the rightsand powers vested in it by this Indenture and use the same degree of care andskill in their exercise as a prudent person would exercise or use under thecircumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default, theIndenture Trustee undertakes to perform such duties and only such duties as arespecifically set forth in this Indenture and no implied covenants or obligationsshall be read into this Indenture against the Indenture Trustee. -33- (c) The Indenture Administrator undertakes to perform such dutiesand only such duties as are specifically set forth in this Indenture and noimplied covenants or obligations shall be read into this Indenture against theIndenture Administrator. (d) In the absence of bad faith on its part, the Indenture Trusteeand the Indenture Administrator may conclusively rely, as to the truth of thestatements and the correctness of the opinions expressed therein, uponcertificates or opinions furnished to them and conforming to the requirements ofthis Indenture; provided, however, that the Indenture Trustee and the IndentureAdministrator, as the case may be, shall examine the certificates and opinionsto determine whether or not they conform to the requirements of this Indenture. (e) Neither the Indenture Trustee nor the Indenture Administratormay be relieved from liability for its own negligent action, its own negligentfailure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) or (e) of this Section; (ii) neither the Indenture Trustee nor the Indenture Administrator shall be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee or the Indenture Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and (iii) neither the Indenture Trustee nor the Indenture Administrator shall be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (f) Neither the Indenture Trustee nor the Indenture Administratorshall be liable for interest on any money received by it except as the IndentureTrustee or the Indenture Administrator, as the case may be, may agree in writingwith the Issuer. (g) Money held in trust by the Indenture Trustee or the IndentureAdministrator need not be segregated from other funds except to the extentrequired by law or the terms of this Indenture or the other Basic Documents. (h) No provision of this Indenture shall require the IndentureTrustee or the Indenture Administrator to expend or risk its own funds orotherwise incur financial liability in the performance of any of its dutieshereunder or in the exercise of any of its rights or powers, if it shall havereasonable grounds to believe that repayments of such funds or adequateindemnity reasonably satisfactory to it against any loss, liability or expenseis not reasonably assured to it. (i) Except as expressly provided in the Basic Documents, neither theIndenture Trustee nor the Indenture Administrator shall have any obligation toadminister, service or collect the Trust Student Loans or to maintain, monitoror otherwise supervise the administration, servicing or collection of the TrustStudent Loans. -34- (j) The rights and protections afforded to the Indenture Trustee andthe Indenture Administrator pursuant to this Indenture shall also be afforded toany entity serving as Paying Agent or Note Registrar. (k) Every provision of this Indenture relating to the conduct oraffecting the liability of or affording protection to the Indenture Trusteeshall be subject to the provisions of this Section and to the provisions of theTIA. (l) For so long as reports are required to be filed with theCommission under the Exchange Act with respect to the Issuer, on or before March1 of each calendar year, commencing in 2007, the Indenture Administrator shalldeliver to the Issuer and the Administrator a report (in form and substancereasonably satisfactory to the Administrator, acting on behalf of the Issuer)regarding the Indenture Administrator’s assessment of compliance with theApplicable Servicing Criteria during the immediately preceding calendar year, asrequired under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 ofRegulation AB. Such report shall be signed by an authorized officer of theIndenture Administrator and shall address the Applicable Servicing Criteriaspecified on a certification substantially in the form of Exhibit C attachedhereto. Section 6.2 Rights of Indenture Trustee and Indenture Administrator.(a) The Indenture Trustee and the Indenture Administrator may rely on anydocument believed by it to be genuine and to have been signed or presented bythe proper Person. Neither the Indenture Trustee nor the Indenture Administratorneed investigate any fact or matter stated in such document. (b) Before the Indenture Trustee or the Indenture Administrator actsor refrains from acting, it may require and shall be entitled to receive anOfficers’ Certificate of the Issuer and/or an Opinion of Counsel. Neither theIndenture Trustee nor the Indenture Administrator shall be liable for any actionit takes or omits to take in good faith in reliance on such Officers’Certificate or Opinion of Counsel. (c) The Indenture Trustee and the Indenture Administrator mayexecute any of the trusts or powers hereunder or perform any duties hereundereither directly or by or through agents or attorneys or a custodian or nominee,and neither the Indenture Trustee nor the Indenture Administrator shall beresponsible for any misconduct or negligence on the part of, or for thesupervision of, any such agent, attorney, custodian or nominee appointed withdue care by it hereunder. (d) Neither the Indenture Trustee nor the Indenture Administratorshall be liable for any action it takes or omits to take in good faith which itbelieves to be authorized or within its rights or powers; provided, however,that the Indenture Trustee’s or the Indenture Administrator’s, as the case maybe, conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee and the Indenture Administrator mayconsult with counsel, and the advice or opinion of counsel with respect to legalmatters relating to this Indenture and the Notes shall be full and completeauthorization and protection from liability in -35-respect to any action taken, omitted or suffered by it hereunder in good faithand in accordance with the advice or opinion of such counsel. (f) Neither the Indenture Trustee nor the Indenture Administratorshall be under any obligation to exercise any of the trusts or powers vested init by this Indenture or to institute, conduct or defend any litigation hereunderor in relation hereto at the request, order or direction of any of theNoteholders, pursuant to the provisions of this Indenture, unless suchNoteholders shall have offered security or indemnity reasonably satisfactory tothe Indenture Trustee or the Indenture Administrator, as applicable, against thecosts, expenses and liabilities which may be incurred therein or thereby. (g) Neither the Indenture Trustee nor the Indenture Administratorshall be bound to make any investigation into the facts or matters stated in anyresolution, certificate, statement, instrument, opinion, report, notice,request, consent, order, approval, bond or other paper or document, unlessrequested in writing to do so by the Noteholders; provided, however, that if thepayment within a reasonable time to the Indenture Trustee or the IndentureAdministrator Trustee, as applicable, of the costs, expenses or liabilitieslikely to be incurred by it in the making of such investigation is, in theopinion of the Indenture Trustee or the Indenture Administrator, as applicable,not assured to it by the security afforded to it by the terms of this Indenture,the Indenture Trustee or the Indenture Administrator, as applicable, may requireindemnity satisfactory to the Indenture Trustee or the Indenture Administrator,as applicable, against such cost, expense or liability as a condition to takingany such action. (h) The right of the Indenture Trustee or the IndentureAdministrator to perform any discretionary act enumerated in this Indentureshall not be construed as a duty, and neither Indenture Trustee nor theIndenture Administrator shall be answerable for other than its negligence orwillful misconduct in the performance of such act. (i) Neither the Indenture Trustee nor the Indenture Administratorshall not be required to give any bond or surety in respect of the execution ofthe Trust Accounts created hereby or in the Administration Agreement or thepowers granted hereunder or thereunder. Section 6.3 Individual Rights of Indenture Trustee and IndentureAdministrator. The Indenture Trustee and the Indenture Administrator in theirrespective individual or any other capacity may become the owner or pledgee ofNotes and may otherwise deal with the Issuer or its Affiliates with the samerights it would have if it were not Indenture Trustee or IndentureAdministrator. Any Paying Agent, Note Registrar, co-registrar or co-paying agentmay do the same with like rights. However, the Indenture Trustee must complywith Sections 6.12 and 6.13. Section 6.4 Disclaimer. Neither the Indenture Trustee nor theIndenture Administrator shall be responsible for and makes no representation asto the validity or adequacy of this Indenture or the Notes, it shall not beaccountable for the Issuer’s use of the proceeds from the Notes, and it shallnot be responsible for any statement of the Issuer in the Indenture or in anydocument issued in connection with the sale of the Notes or in the Notes otherthan the Indenture Administrator’s certificate of authentication. -36- Section 6.5 Notice of Defaults. If a Default occurs and iscontinuing and if it is either actually known or written notice of the existencethereof has been delivered to a Responsible Officer of the Indenture Trustee andthe Indenture Administrator, the Indenture Trustee shall mail notice of theDefault to each Noteholder within 90 days and to each Rating Agency as soon aspracticable within 30 days after it occurs. Except in the case of a Default inpayment of principal of or interest on any Note (including payments pursuant tothe mandatory redemption provisions of such Note), the Indenture Trustee maywithhold the notice if and so long as a committee of its Responsible Officers ingood faith determines that withholding the notice is in the interests ofNoteholders. Except as provided in the first sentence of this Section 6.5, in noevent shall the Indenture Trustee or the Indenture Administrator be deemed tohave knowledge of a Default or an Event of Default. Section 6.6 Reports by Indenture Administrator to Noteholders. TheIndenture Administrator shall deliver to each Noteholder (and to each Person whowas a Noteholder at any time during the applicable calendar year) suchinformation as may be required to enable such holder to prepare its Federal andstate income tax returns. Within 60 days after each December 31 beginning withthe December 31 following the date of this Indenture, the Indenture Trusteeshall mail to each Noteholder a brief report, prepared by the IndentureAdministrator, as of such December 31 that complies with TIA ss. 313(a) ifrequired by said section. The Indenture Trustee shall also comply with TIA ss.313(b). A copy of each such report required pursuant to TIA ss. 313(a) or (b)shall, at the time of such transaction to Noteholders, be filed by the IndentureAdministrator on behalf of the Indenture Trustee with the Commission and witheach securities exchange, if any, upon which the Notes are listed, provided thatthe Issuer has previously notified the Indenture Trustee of such listing. Section 6.7 Compensation and Indemnity. The Issuer shall cause theDepositor to pay to the Indenture Trustee and the Indenture Administratorreasonable compensation for their respective services in accordance with aseparate agreement between the Depositor, the Indenture Trustee and theIndenture Administrator and shall cause the Depositor to reimburse the IndentureTrustee and the Indenture Administrator for all reasonable out-of-pocketexpenses incurred or made by it as provided in such separate agreement. TheIndenture Trustee’s and the Indenture Administrator’s compensation shall not belimited by any law on compensation of a trustee of an express trust. The Issuer(individually or in such capacities) shall cause the Administrator to indemnifythe Indenture Trustee, the Indenture Administrator and their respectivedirectors, officers, employees and agents against any and all loss, liability,claim or expense (including, without limitation, costs and expenses oflitigation and of investigation counsel fees, damages, judgments and amountspaid in settlement) incurred by it (individually or in such capacities) inconnection with the administration of this trust and the performance of itsduties hereunder and under the other Basic Documents. The Indenture Trustee andthe Indenture Administrator (individually or in such capacities) shall notifythe Issuer and the Administrator promptly of any claim for which it may seekindemnity. Failure by the Indenture Trustee or the Indenture Administrator, asthe case may be, to so notify the Issuer and the Administrator shall not relievethe Issuer or the Administrator of its obligations hereunder and under the otherBasic Documents. The Indenture Trustee and the Indenture Administrator shall beentitled to separate counsel acceptable to them in their sole discretion thereasonable fees and expenses of which shall be paid by the Administrator onbehalf of the Issuer. Neither the Issuer nor the Administrator need reimburseany expense or indemnify against any -37-loss, liability or expense incurred by the Indenture Trustee and the IndentureAdministrator through the Indenture Trustee’s or the Indenture Administrator’s,as the case may be, own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee and theIndenture Administrator (individually or in such capacities) pursuant to thisSection shall survive the discharge of this Indenture. When the IndentureTrustee and the Indenture Administrator incur expenses after the occurrence of aDefault specified in Section 5.1(iv) or (v) with respect to the Issuer, theexpenses are intended to constitute expenses of administration under Title 11 ofthe United States Code or any other applicable Federal or state bankruptcy,insolvency or similar law. Section 6.8 Replacement of Indenture Trustee. No resignation orremoval of the Indenture Trustee and no appointment of a successor IndentureTrustee shall become effective until the acceptance of appointment by thesuccessor Indenture Trustee pursuant to this Section 6.8. The Indenture Trusteemay resign at any time by so notifying the Issuer and each Rating Agency. TheNoteholders of at least a majority in Outstanding Amount of the Notes may removethe Indenture Trustee by so notifying the Indenture Trustee and each RatingAgency and may appoint a successor Indenture Trustee. The Issuer shall removethe Indenture Trustee (and provide notice to each Rating Agency) if: (i) the Indenture Trustee fails to comply with Section 6.12; (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 vacancyexists in the office of Indenture Trustee for any reason (the Indenture Trusteein such event being referred to herein as the retiring Indenture Trustee), theIssuer shall promptly appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance ofits appointment to the retiring Indenture Trustee and to the Issuer and eachRating Agency. Thereupon the resignation or removal of the retiring IndentureTrustee shall become effective, and the successor Indenture Trustee shall haveall the rights, powers and duties of the Indenture Trustee under this Indenture.The successor Indenture Trustee shall mail a notice of its succession toNoteholders. The retiring Indenture Trustee shall promptly transfer all propertyheld by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 daysafter the retiring Indenture Trustee resigns or is removed, the retiringIndenture Trustee, the Issuer or the Noteholders of at least a majority inOutstanding Amount of the Notes may petition any court of competent jurisdictionfor the appointment of a successor Indenture Trustee. The successor -38-Indenture Trustee shall give notice of its appointment as successor IndentureTrustee to each Rating Agency. If the Indenture Trustee fails to comply with Section 6.12, anyNoteholder may petition any court of competent jurisdiction for the removal ofthe Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant tothis Section, the Issuer’s and the Administrator’s obligations under Section 6.7shall continue for the benefit of the retiring Indenture Trustee. Section 6.9 Replacement of Indenture Administrator. No resignationor removal of the Indenture Administrator and no appointment of a successorIndenture Administrator shall become effective until the acceptance ofappointment by the successor Indenture Administrator pursuant to this Section6.9. The Indenture Administrator may resign at any time by so notifying theIssuer and each Rating Agency. The Noteholders of at least a majority inOutstanding Amount of the Notes may remove the Indenture Administrator by sonotifying the Indenture Administrator and each Rating Agency and may appoint asuccessor Indenture Administrator. The Issuer shall remove the IndentureAdministrator if: (i) an Insolvency Event occurs with respect to the Indenture Administrator; (ii) a receiver or other public officer takes charge of the Indenture Administrator or its property; or (iii) the Indenture Administrator otherwise becomes incapable of acting. If the Indenture Administrator resigns or is removed or if a vacancyexists in the office of Indenture Administrator for any reason (the IndentureAdministrator in such event being referred to herein as the retiring IndentureAdministrator), the Issuer shall promptly appoint a successor IndentureAdministrator. A successor Indenture Administrator shall deliver a writtenacceptance of its appointment to the retiring Indenture Administrator and to theIssuer and each Rating Agency. Thereupon the resignation or removal of theretiring Indenture Administrator shall become effective, and the successorIndenture Administrator shall have all the rights, powers and duties of theIndenture Administrator under this Indenture. The successor IndentureAdministrator shall mail a notice of its succession to Noteholders. The retiringIndenture Administrator shall promptly transfer all property held by it asIndenture Administrator to the successor Indenture Administrator. If a successor Indenture Administrator does not take office within60 days after the retiring Indenture Administrator resigns or is removed, theretiring Indenture Administrator, the Issuer or the Noteholders of at least amajority in Outstanding Amount of the Notes may petition any court of competentjurisdiction for the appointment of a successor Indenture Administrator. Thesuccessor Indenture Administrator shall give notice of its appointment assuccessor Indenture Administrator to each Rating Agency. -39- Notwithstanding the replacement of the Indenture Administratorpursuant to this Section, the Issuer’s and the Administrator’s obligations underSection 6.7 shall continue for the benefit of the retiring IndentureAdministrator. Section 6.10 Successor Indenture Trustee by Merger. If the IndentureTrustee consolidates with, merges or converts into, or transfers all orsubstantially all of its corporate trust business or assets to, anothercorporation or banking association, the resulting, surviving or transfereecorporation without any further act shall be the successor Indenture Trustee,provided that such corporation or banking association shall be otherwisequalified and eligible under Section 6.12. The Indenture Trustee shall providethe Rating Agencies prior written notice of any such transaction. In case at the time such successor or successors by merger,conversion or consolidation to the Indenture Trustee shall succeed to the trustscreated by this Indenture any of the Notes shall have been authenticated but notdelivered, any such successor to the Indenture Trustee may adopt the certificateof authentication of any predecessor trustee, and deliver such Notes soauthenticated; and in case at that time any of the Notes shall not have beenauthenticated, any successor to the Indenture Trustee may authenticate suchNotes either in the name of any predecessor hereunder or in the name of thesuccessor to the Indenture Trustee; and in all such cases such certificatesshall have the full force which it is anywhere in the Notes or in this Indentureprovided that the certificate of the Indenture Trustee shall have. Section 6.11 Appointment of Co-Trustee or Separate Trustee. (a)Notwithstanding any other provisions of this Indenture, at any time, for thepurpose of meeting any legal requirement of any jurisdiction in which any partof the Indenture Trust Estate may at the time be located, the Indenture Trusteeshall have the power and may execute and deliver all instruments to appoint oneor more Persons to act as a co-trustee or co-trustees, or separate trustee orseparate trustees, of all or any part of the Indenture Trust Estate, and to vestin such Person or Persons, in such capacity and for the benefit of theNoteholders, 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 necessaryor desirable. No such appointment shall relieve the Indenture Trustee of itsobligations hereunder. No co-trustee or separate trustee hereunder shall berequired to meet the terms of eligibility as a successor trustee under Section6.12 and no notice to Noteholders of the appointment of any co-trustee orseparate trustee shall be required under Section 6.8 hereof. (b) Every separate trustee and co-trustee shall, to the extentpermitted by law, be appointed and act subject to the following provisions andconditions: (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 -40- 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 IndentureTrustee shall be deemed to have been given to each of the then separate trusteesand co-trustees, as effectively as if given to each of them. Every instrumentappointing any separate trustee or co-trustee shall refer to this Indenture andthe conditions of this Article VI. Each separate trustee and co-trustee, uponits acceptance of the trusts conferred, shall be vested with the estates orproperty specified in its instrument of appointment, either jointly with theIndenture Trustee or separately, as may be provided therein, subject to all theprovisions of this Indenture, specifically including every provision of thisIndenture relating to the conduct of, affecting the liability of, or affordingprotection to, the Indenture Trustee. Every such instrument shall be filed withthe Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitutethe Indenture Trustee, its agent or attorney-in-fact with full power andauthority, to the extent not prohibited by law, to do any lawful act under or inrespect of this Indenture on its behalf and in its name. If any separate trusteeor co-trustee shall die, become incapable of acting, resign or be removed, allof its estates, properties, rights, remedies and trusts shall vest in and beexercised by the Indenture Trustee, to the extent permitted by law, without theappointment of a new or successor trustee. Section 6.12 Eligibility; Disqualification. The Indenture Trusteeshall at all times satisfy the requirements of TIA ss. 310(a). The IndentureTrustee shall have a combined capital and surplus of at least $50,000,000 as setforth in its most recent published annual report of condition and it shall havea long-term senior unsecured debt rating of not less than investment grade byeach of the Rating Agencies. The Indenture Trustee shall comply with TIA ss.310(b); provided, however, that there shall be excluded from the operation ofTIA ss. 310(b)(1) any indenture or indentures under which other securities ofthe Issuer are outstanding if the requirements for such exclusion set forth inTIA ss. 310(b)(1) are met. Section 6.13 Preferential Collection of Claims Against the Issuer.The Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditorrelationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned orbeen removed shall be subject to TIA ss. 311(a) to the extent indicated. -41- ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS Section 7.1 Issuer to Furnish Indenture Administrator and IndentureTrustee Names and Addresses of Noteholders. The Issuer will furnish or cause tobe furnished to the Indenture Administrator and the Indenture Trustee (a) notmore than five days after the earlier of (i) each Record Date and (ii) threemonths after the last Record Date, a list, in such form as the Indenture Trusteeand the Indenture Administrator may reasonably require, of the names andaddresses of the Noteholders as of such Record Date, and (b) at such other timesas the Indenture Trustee or the Indenture Administrator may request in writing,within 30 days after receipt by the Issuer of any such request, a list ofsimilar form and content as of a date not more than 10 days prior to the timesuch list is furnished; provided, however, that no such list shall be requiredto be furnished if the Indenture Trustee or the Indenture Administrator is theNote Registrar. Section 7.2 Preservation of Information; Communications toNoteholders. The Indenture Administrator shall preserve, in as current a form asis reasonably practicable, the names and addresses of the Noteholders containedin the most recent list furnished to the Indenture Administrator as provided inSection 7.1 and the names and addresses of Noteholders received by the IndentureAdministrator in its capacity as Note Registrar. The Indenture Administrator maydestroy any list furnished to it as provided in such Section 7.1 upon receipt ofa new list so furnished. (a) Noteholders may communicate pursuant to TIA ss. 312(b) withother Noteholders with respect to their rights under this Indenture or under theNotes. Upon receipt by the Indenture Trustee of any request by three or moreNoteholders or by one or more holders of Notes evidencing not less than 25% ofthe Outstanding Amount of the Notes to receive a copy of the current list ofNoteholders (whether or not made pursuant to TIA ss. 312(b)), the IndentureTrustee shall promptly notify the Administrator thereof by providing to theAdministrator a copy of such request and a copy of the list of Noteholdersproduced in response thereto. (b) The Issuer, the Indenture Trustee, the Indenture Administratorand the Note Registrar shall have the protection of TIA ss. 312(c). (c) On each Distribution Date the Indenture Administrator shallprovide to each Noteholder of record as of the related Record Date theinformation provided by the Administrator to the Indenture Administrator on therelated Determination Date pursuant to Section 2.11 of the AdministrationAgreement. (d) The Indenture Administrator shall furnish to the Noteholderspromptly upon receipt of a written request therefor, duplicates or copies of allreports, notices, requests, demands, certificates, financial statements and anyother instruments furnished to the Indenture Trustee under the Basic Documents.The Indenture Administrator shall furnish to the Noteholders promptly uponreceipt thereof from the Owner Trustee notice of any amendment of theAdministration Agreement pursuant to Section 8.5 of the AdministrationAgreement. -42- Section 7.3 Reports by Issuer. (a) The Issuer shall: (i) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; (ii) file with the Indenture Trustee and 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 ss. 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(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 theIssuer shall end on December 31 of each year. ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES Section 8.1 Collection of Money. Except as otherwise expresslyprovided herein, the Indenture Trustee and the Indenture Administrator maydemand payment or delivery of, and shall receive and collect, directly andwithout intervention or assistance of any fiscal agent or other intermediary,all money and other property payable to or receivable by the Indenture Trusteepursuant to this Indenture. The Indenture Trustee and the IndentureAdministrator shall apply all such money received by it on behalf of Noteholdersor the Trust pursuant to the Administration Agreement as provided in thisIndenture. Except as otherwise expressly provided in this Indenture, if anydefault occurs in the making of any payment or performance under any agreementor instrument that is part of the Indenture Trust Estate, the Indenture Trusteeand the Indenture Administrator may take such action as may be appropriate toenforce such payment or performance, including the institution and prosecutionof appropriate Proceedings. Any such action shall be without prejudice to anyright to claim a Default under this Indenture and any right to proceedthereafter as provided in Article V. Section 8.2 Trust Accounts. (a) On or prior to the Closing Date, theIssuer shall cause the Administrator to establish and maintain at the IndentureAdministrator, in the name of the Indenture Trustee, for the benefit of theNoteholders and the Trust, the Trust Accounts as provided in Section 2.3 of theAdministration Agreement. -43- (b) All Available Funds and amounts set forth in paragraph (a)(2) ofthe definition of Available Funds with respect to the preceding CollectionPeriod will be deposited in the Collection Account as provided in Section 2.4 ofthe Administration Agreement. On or before each Distribution Date and MonthlyServicing Payment Date that is not a Distribution Date, the IndentureAdministrator (or any other Paying Agent) shall make the required deposits anddistributions as provided in Sections 2.7 and 2.8 of the AdministrationAgreement. Section 8.3 General Provisions Regarding Accounts. (a) So long as noDefault shall have occurred and be continuing, all or a portion of the funds inthe Trust Accounts shall be invested in Eligible Investments and reinvested bythe Indenture Administrator pursuant to written instructions by theAdministrator in accordance with and subject to the provisions of Section 2.3(b)of the Administration Agreement. All income or other gain from investments ofmoneys deposited in the Trust Accounts shall be deposited by the IndentureAdministrator in the Collection Account, and any loss resulting from suchinvestments shall be charged to such Trust Account. The Issuer will not directthe Indenture Administrator to make any investment of any funds or to sell anyinvestment held in any of the Trust Accounts unless the security interestgranted and perfected in such account will continue to be perfected in suchinvestment or the proceeds of such sale, in either case without any furtheraction by any Person, and, in connection with any direction to the IndentureAdministrator to make any such investment or sale, if requested by the IndentureAdministrator, the Issuer shall deliver to the Indenture Trustee an Opinion ofCounsel, acceptable to the Indenture Administrator, to such effect. (b) Subject to Section 6.1(e), the Indenture Trustee and theIndenture Administrator shall not in any way be held liable for the selection ofEligible Investments or by reason of any insufficiency in any of the TrustAccounts resulting from any loss on any Eligible Investment included thereinexcept for losses attributable to the Indenture Trustee’s or the IndentureAdministrator’s failure to make payments on such Eligible Investments issued bythe Indenture Trustee or the Indenture Administrator, as the case may be, in itscommercial capacity as principal obligor and not as trustee or indentureadministrator, in accordance with their terms. (c) If (i) the Administrator shall have failed to give investmentdirections for any funds on deposit in the Trust Accounts to the IndentureTrustee by 10:00 a.m. Eastern Time (or such other time as may be agreed by theIssuer and Indenture Trustee) on any Business Day; or (ii) a Default shall haveoccurred and be continuing with respect to the Notes but the Notes shall nothave been declared due and payable pursuant to Section 5.2, or, if such Notesshall have been declared due and payable following an Event of Default, amountscollected or receivable from the Indenture Trust Estate are being applied inaccordance with Section 5.5 as if there had not been such a declaration; thenthe Indenture Trustee shall invest and reinvest funds in the Trust Accounts inthe Eligible Investments described in clause (d) of the definition thereof. Section 8.4 Release of Indenture Trust Estate. (a) Subject to thepayment of its fees and expenses pursuant to Section 6.7, the Indenture Trusteemay, and when required by the provisions of this Indenture shall, executeinstruments to release property from the lien of this Indenture, or convey theIndenture Trustee’s interest in the same, in a manner and under circumstancesthat are not inconsistent with the provisions of this Indenture. No partyrelying upon an instrument executed by the Indenture Trustee as provided in thisArticle VIII shall be -44-bound to ascertain the Indenture Trustee’s authority, inquire into thesatisfaction of any conditions precedent or see to the application of anymoneys. (b) The Indenture Trustee shall, at such time as there are no NotesOutstanding and all sums due the Indenture Trustee and the IndentureAdministrator pursuant to Section 6.7 have been paid, release any remainingportion of the Indenture Trust Estate that secured the Notes from the lien ofthis Indenture and release to the Issuer or any other Person entitled theretoany funds then on deposit in the Trust Accounts. The Indenture Trustee shallrelease property from the lien of this Indenture pursuant to this Section 8.4(b)only upon receipt of an Issuer Request accompanied by an Officers’ Certificateof the Issuer, an Opinion of Counsel and (if required by the TIA) IndependentCertificates in accordance with TIA ss.ss. 314(c) and 314(d)(1) meeting theapplicable requirements of Section 11.1. (c) Each Noteholder, by the acceptance of a Note, acknowledges thatfrom time to time the Indenture Trustee shall release the lien of this Indentureon any Trust Student Loan to be sold (i) to the Depositor in accordance withSection 6 of the Sale Agreement, (ii) to the Servicer in accordance with Section3.5 of the Servicing Agreement, (iii) to SLC in accordance with Section 3.11F ofthe Servicing Agreement, (iv) to another eligible lender holding one or moreSerial Loans with respect to such Trust Student Loan or (v) to SLC in accordancewith Section 6 of the Purchase Agreement, and each Noteholder, by the acceptanceof a Note, consents to any such release. Section 8.5 Opinion of Counsel. The Indenture Trustee and theIndenture Administrator shall receive at least seven days’ notice when requestedby the Issuer to take any action pursuant to Section 8.4(a), accompanied bycopies of any instruments involved, and the Indenture Trustee shall alsorequire, except in connection with any action contemplated by Section 8.4(c), asa condition to such action, an Opinion of Counsel stating the legal effect ofany such action, outlining the steps required to complete the same, andconcluding that all conditions precedent to the taking of such action have beencomplied with and such action will not materially and adversely impair thesecurity for the Notes or the rights of the Noteholders in contravention of theprovisions of this Indenture; provided, however, that such Opinion of Counselshall not be required to express an opinion as to the fair value of theIndenture Trust Estate. Counsel rendering any such opinion may rely, withoutindependent investigation, on the accuracy and validity of any certificate orother instrument delivered to the Indenture Trustee in connection with any suchaction. -45- ARTICLE IX SUPPLEMENTAL INDENTURES Section 9.1 Supplemental Indentures without Consent of Noteholders.(a) Without the consent of any Noteholders but with prior notice to the RatingAgencies, the Issuer, the Indenture Trustee and the Indenture Administrator,when authorized by an Issuer Order, at any time and from time to time, may enterinto one or more indentures supplemental hereto (which shall conform to theprovisions of the Trust Indenture Act as in force at the date of the executionthereof), in form satisfactory to the Indenture Trustee and the IndentureAdministrator, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. Each of the Indenture Trustee and the Indenture Administrator ishereby authorized to join in the execution of any such supplemental indentureand to make any further appropriate agreements and stipulations that may betherein contained. -46- (b) The Issuer, the Indenture Trustee and the IndentureAdministrator, when authorized by an Issuer Order, may, also without the consentof any of the Noteholders but with prior notice to the Rating Agencies, enterinto an indenture or indentures supplemental hereto for the purpose of addingany provisions to, or changing in any manner or eliminating any of theprovisions of, this Indenture or of modifying in any manner the rights of theNoteholders under this Indenture; provided, however, that such action shall not,as evidenced by an Opinion of Counsel, adversely affect in any material respectthe interests of any Noteholder. Section 9.2 Supplemental Indentures with Consent of Noteholders. TheIssuer, the Indenture Trustee and the Indenture Administrator, when authorizedby an Issuer Order, also may, with prior notice to the Rating Agencies and withthe consent of the Noteholders of at least a majority of the Outstanding Amountof the Notes, by Act of such Noteholders delivered to the Issuer and theIndenture Trustee, enter into an indenture or indentures supplemental hereto forthe purpose of adding any provisions to, or changing in any manner oreliminating any of the provisions of, this Indenture or of modifying in anymanner the rights of the Noteholders under this Indenture; provided, however,that no such supplemental indenture shall, without the consent of the Noteholderof each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.4; (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; -47- (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 thisSection 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, the Indenture Trusteeand the Indenture Administrator of any supplemental indenture pursuant to thisSection, the Indenture Administrator shall mail to the Noteholders of the Notesto which such amendment or supplemental indenture relates a notice setting forthin general terms the substance of such supplemental indenture. Any failure ofthe Indenture Administrator to mail such notice, or any defect therein, shallnot, however, in any way impair or affect the validity of any such supplementalindenture. Section 9.3 Execution of Supplemental Indentures. In executing, orpermitting the additional trusts created by, any supplemental indenturepermitted by this Article IX or the modifications thereby of the trusts createdby this Indenture, the Indenture Trustee and the Indenture Administrator shallbe entitled to receive, and subject to Sections 6.1 and 6.2, shall be fullyprotected in relying upon, an Opinion of Counsel stating that the execution ofsuch supplemental indenture is authorized or permitted by this Indenture. TheIndenture Trustee and the Indenture Administrator may, but shall not beobligated to, enter into any such supplemental indenture that affects theIndenture Trustee’s or the Indenture Administrator’s own rights, duties,liabilities or immunities under this Indenture or otherwise. Section 9.4 Effect of Supplemental Indenture. Upon the execution ofany supplemental indenture pursuant to the provisions hereof, this Indentureshall be and be deemed to be modified and amended in accordance therewith withrespect to the Notes affected thereby, and the respective rights, limitations ofrights, obligations, duties, liabilities and immunities under this Indenture ofthe Indenture Trustee, the Issuer and the Noteholders shall thereafter bedetermined, exercised and enforced hereunder subject in all respects to suchmodifications and amendments, and all the terms and conditions of any suchsupplemental indenture shall be and be deemed to be part of the terms andconditions of this Indenture for any and all purposes. Section 9.5 Conformity with Trust Indenture Act. Every amendment ofthis Indenture and every supplemental indenture executed pursuant to thisArticle IX shall conform to the requirements of the Trust Indenture Act as thenin effect so long as this Indenture shall then be qualified under the TrustIndenture Act. -48- Section 9.6 Reference in Notes to Supplemental Indentures. Notesauthenticated and delivered after the execution of any supplemental indenturepursuant 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 matterprovided for in such supplemental indenture. If the Issuer or the IndentureTrustee shall so determine, new Notes so modified as to conform, in the opinionof the Indenture Trustee and the Issuer, to any such supplemental indenture maybe prepared and executed by the Issuer and authenticated and delivered by theIndenture Trustee in exchange for Outstanding Notes. ARTICLE X REDEMPTION OF NOTES Section 10.1 Redemption. The Indenture Administrator shall, uponreceipt of written notice from the Servicer pursuant to Section 6.1(b) of theAdministration Agreement, give prompt written notice to the Noteholders of theoccurrence of such event. In the event that the assets of the Trust are soldpursuant to Section 6.1(a) of the Administration Agreement, that portion of theamounts on deposit in the Trust Accounts to be distributed to the Noteholdersshall be paid to the Noteholders as provided in Sections 2.7 and 2.8 of theAdministration Agreement. If amounts are to be paid to Noteholders pursuant tothis Section 10.1, the notice of such event from the Indenture Administrator tothe Noteholders shall include notice of the redemption of Notes by applicationof such amounts on the next Distribution Date which is not sooner than 15 daysafter the date of such notice (the “Redemption Date”), whereupon all suchamounts shall be payable on the Redemption Date. Section 10.2 Form of Redemption Notice. Notice of redemption underSection 10.1 shall be given by the Indenture Administrator by first-class mail,postage prepaid, or by facsimile, mailed or transmitted on or prior to theapplicable Redemption Date to each Noteholder, as of the close of business onthe Record Date preceding the applicable Redemption Date, at such Noteholder’saddress 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 3.2). Notice of redemption of the Notes shall be given by the IndentureAdministrator in the name and at the expense of the Issuer. Failure to givenotice of redemption, or any defect therein, to any Noteholder of any Note shallnot impair or affect the validity of the redemption of any other Note. -49- Section 10.3 Notes Payable on Redemption Date. The Notes or portionsthereof to be redeemed shall on the Redemption Date become due and payable atthe Redemption Price and (unless the Issuer shall default in the payment of theRedemption Price) no interest shall accrue on the Redemption Price for anyperiod after the date to which accrued interest is calculated for purposes ofcalculating the Redemption Price. ARTICLE XI MISCELLANEOUS Section 11.1 Compliance Certificates and Opinions, etc. (a) Upon anyapplication or request by the Issuer to the Indenture Trustee or the IndentureAdministrator to take any action under any provision of this Indenture, theIssuer shall furnish to the Indenture Trustee, the Indenture Administrator andthe Rating Agencies (i) an Officers’ Certificate of the Issuer stating that allconditions precedent, if any, provided for in this Indenture relating to theproposed action have been complied with, (ii) an Opinion of Counsel stating thatin the opinion of such counsel all such conditions precedent, if any, have beencomplied with and (iii) (if required by the TIA) an Independent Certificate froma firm of certified public accountants meeting the applicable requirements ofthis Section, except that, in the case of any such application or request as towhich the furnishing of such documents is specifically required by any provisionof this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with acondition or covenant provided for in this indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (b) (i) Prior to the deposit of any Collateral or other property orsecurities with the Indenture Administrator that is to be made the basis for therelease of any property or securities subject to the lien of this Indenture, theIssuer shall, in addition to any obligation imposed in Section 11.1(a) orelsewhere in this Indenture, furnish to the Indenture Trustee, the IndentureAdministrator and the Rating Agencies an Officers’ Certificate of the Issuercertifying -50-or stating the opinion of each person signing such certificate as to the fairvalue (within 90 days of such deposit) to the Issuer of the Collateral or otherproperty or securities to be so deposited. (ii) Whenever the Issuer is required to furnish to the Indenture Trustee, the Indenture Administrator 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 and the Indenture Administrator 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 and the Indenture Administrator 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 or the Indenture Administrator 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 and the Indenture Administrator an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by clause (v) below, or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officers’ Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Notes. (v) Notwithstanding Section 2.9 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 8.4(c) hereof and Section 6 of the Sale Agreement, Section 3.5 of the Servicing -51- Agreement, Section 3.12E of the Servicing Agreement or Section 3.12F of the Servicing Agreement, respectively. Section 11.2 Form of Documents Delivered to Indenture Trustee orIndenture Administrator. In any case where several matters are required to becertified by, or covered by an opinion of, any specified Person, it is notnecessary 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 onedocument, but one such Person may certify or give an opinion with respect tosome matters, and one or more other such Persons as to other matters, and anysuch Person may certify or give an opinion as to such matters in one or severaldocuments. Any certificate or opinion of an Authorized Officer of the Issuermay be based, insofar as it relates to legal matters, upon a certificate oropinion of, or representations by, counsel, unless such officer knows, or in theexercise of reasonable care should know, that the certificate or opinion orrepresentations with respect to the matters upon which his certificate oropinion is based are erroneous. Any such certificate of an Authorized Officer orOpinion of Counsel may be based, insofar as it relates to factual matters, upona certificate or opinion of, or representations by, an officer or officers ofthe Servicer, the Depositor, the Issuer or the Administrator, stating that theinformation with respect to such factual matters is in the possession of theServicer, the Depositor, the Issuer or the Administrator, unless such counselknows, or in the exercise of reasonable care should know, that the certificateor opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or moreapplications, requests, consents, certificates, statements, opinions or otherinstruments under this Indenture, they may, but need not, be consolidated andform one instrument. Whenever in this Indenture, in connection with any application orcertificate or report to the Indenture Trustee or the Indenture Administrator,it is provided that the Issuer shall deliver any document as a condition of thegranting of such application, or as evidence of the Issuer’s compliance with anyterm hereof, it is intended that the truth and accuracy, at the time of thegranting of such application or at the effective date of such certificate orreport (as the case may be), of the facts and opinions stated in such documentshall in such case be conditions precedent to the right of the Issuer to havesuch application granted or to the sufficiency of such certificate or report.The foregoing shall not, however, be construed to affect the Indenture Trustee’sor the Indenture Administrator’s right to rely upon the truth and accuracy ofany statement or opinion contained in any such document as provided in ArticleVI. Section 11.3 Acts of Noteholders. (a) Any request, demand,authorization, direction, notice, consent, waiver or other action provided bythis Indenture to be given or taken by Noteholders may be embodied in andevidenced by one or more instruments of substantially similar tenor signed bysuch Noteholders in person or by agents duly appointed in writing; and except asherein otherwise expressly provided such action shall become effective when suchinstrument or instruments are delivered to the Indenture Trustee, and, where itis hereby expressly required, to the Issuer. Such instrument or instruments (andthe action embodied therein and evidenced thereby) are herein sometimes referredto as the “Act” of the Noteholders signing such instrument or instruments. Proofof execution of any such instrument or of a -52-writing appointing any such agent shall be sufficient for any purpose of thisIndenture and (subject to Section 6.1) conclusive in favor of the IndentureTrustee 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 suchinstrument or writing may be proved in any manner that the Indenture Trusteedeems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent,waiver or other action by any Noteholder shall bind the Noteholder of every Noteissued upon registration of transfer thereof or in exchange therefor or in lieuthereof, in respect of anything done, omitted or suffered to be done by theIndenture Trustee or the Issuer in reliance thereon, whether or not notation ofsuch action is made upon such Note. Section 11.4 Notices, etc. , to Indenture Trustee, IndentureAdministrator, Issuer and Rating Agencies. Any request, demand, authorization,direction, notice, consent, waiver or Act of Noteholders or other documentsprovided or permitted by this Indenture shall be in writing and if such request,demand, authorization, direction, notice, consent, waiver or Act of Noteholdersis to be made upon, given or furnished to or filed with: (a) The Indenture Trustee by any Noteholder, the Servicer, theAdministrator or by the Issuer shall be sufficient for every purpose hereunderif made, given, furnished or filed in writing to or with the Indenture Trusteeat its Corporate Trust Office. (b) The Indenture Administrator by any Noteholder, the Servicer, theAdministrator, the Indenture Trustee or by the Issuer shall be sufficient forevery purpose hereunder if made, given, furnished or filed in writing to or withthe Indenture Administrator addressed to: Citibank, N.A., 388 Greenwich Street,14th Floor, New York, New York 10013, Attention: Structured Finance Agency andTrust – SLC Student Loan Trust 2006-1. (c) The Issuer by the Indenture Trustee, the Indenture Administratoror by any Noteholder shall be sufficient for every purpose hereunder if inwriting and mailed, first-class, postage prepaid, to the Issuer addressed to:SLC Student Loan Trust 2006-1, in care of Wilmington Trust Company, 1100 NorthMarket Street, Wilmington, Delaware 19890-0001, Attn: Corporate TrustAdministration; and the Administrator, The Student Loan Corporation, 750Washington Boulevard, 9th Floor, Stamford, Connecticut 06901, Attention: DanielMcHugh, or any other address previously furnished in writing to the IndentureTrustee by the Issuer or the Administrator. The Issuer shall promptly transmitany notice received by it from the Noteholders to the Indenture Administrator. Notices required to be given to the Rating Agencies by the Issuer,the Owner Trustee, the Indenture Trustee or the Indenture Administrator shall bein writing, personally delivered or mailed by certified mail, return receiptrequested, to (i) in the case of Moody’s, at the following address: ABSMonitoring Department, 99 Church Street, New York, New York 10007, (ii) in thecase of S&P, at the following address: 55 Water Street, New York, New York10041-0003, Attention: Asset Backed Surveillance Department, 32nd Floor, and(iii) in the case -53-of Fitch, at the following address: One State Street Plaza, New York, New York10004, Attention: ABS Surveillance, or email toabs.surveillance@fitchratings.com; or as to each of the foregoing, at such otheraddress as shall be designated by written notice to the other parties. Section 11.5 Notices to Noteholders; Waiver. Where this Indentureprovides for notice to Noteholders of any event, such notice shall besufficiently given (unless otherwise herein expressly provided) if in writingand mailed, first-class, postage prepaid to each Noteholder affected by suchevent, at his address as it appears on the Note Register, not later than thelatest date, and not earlier than the earliest date, prescribed for the givingof 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 mailedto any particular Noteholder shall affect the sufficiency of such notice withrespect to other Noteholders, and any notice that is mailed in the manner hereinprovided shall conclusively be presumed to have been duly given. Where this Indenture provides for notice in any manner, such noticemay be waived in writing by any Person entitled to receive such notice, eitherbefore or after the event, and such waiver shall be the equivalent of suchnotice. Waivers of notice by Noteholders shall be filed with the IndentureTrustee but such filing shall not be a condition precedent to the validity ofany action taken in reliance upon such a waiver. In case, by reason of the suspension of regular mail service as aresult of a strike, work stoppage or similar activity, it shall be impracticalto mail notice of any event to Noteholders when such notice is required to begiven pursuant to any provision of this Indenture, then any manner of givingsuch notice as shall be satisfactory to the Indenture Trustee shall be deemed tobe 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 obligationscreated hereunder, and shall not under any circumstance constitute a Default. Section 11.6 Alternate Payment and Notice Provisions.Notwithstanding any provision of this Indenture or any of the Notes to thecontrary, the Issuer may enter into any agreement with any Noteholder providingfor a method of payment, or notice by the Indenture Trustee, the IndentureAdministrator or any Paying Agent to such Noteholder, that is different from themethods provided for in this Indenture for such payments or notices. The Issuerwill furnish to the Indenture Trustee and the Indenture Administrator a copy ofeach such agreement and the Indenture Trustee and the Indenture Administratorwill cause payments to be made and notices to be given in accordance with suchagreements. Section 11.7 Conflict with Trust Indenture Act. If any provisionhereof limits, qualifies or conflicts with another provision hereof that isrequired to be included in this Indenture by any of the provisions of the TrustIndenture Act, such required provision shall control. The provisions of TIA ss.ss. 310 through 317 that impose duties onany Person (including the provisions automatically deemed included herein unlessexpressly excluded by -54-this Indenture) are a part of and govern this Indenture, whether or notphysically contained herein. Section 11.8 Effect of Headings and Table of Contents. The Articleand Section headings herein and the Table of Contents are for convenience onlyand shall not affect the construction hereof. Section 11.9 Successors and Assigns. All covenants and agreements inthis Indenture and the Notes by the Issuer shall bind its successor and assigns,whether so expressed or not. All agreements of the Indenture Trustee and theIndenture Administrator in this Indenture shall bind the successors, co-trusteesand agents (excluding any legal representatives or accountants) of the IndentureTrustee and the Indenture Administrator, respectively. Section 11.10 Separability. In case any provision in thisIndenture or in the Notes shall be invalid, illegal or unenforceable, thevalidity, legality, and enforceability of the remaining provisions shall not inany way be affected or impaired thereby. Section 11.11 Benefits of Indenture. Nothing in this Indenture orin the Notes, express or implied shall give to any person, other than theparties hereto and their successors hereunder, the Noteholders, any other partysecured hereunder, and any other Person with an ownership interest in any partof 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 whichany payment is due shall not be a Business Day, then (notwithstanding any otherprovision 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 andeffect as if made on the date on which nominally due, and no interest shallaccrue for the period from and after any such nominal date. Section 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITSCONFLICT OF LAW PROVISIONS (OTHER THAN ss.5-1401 OF THE NEW YORK GENERALOBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIESHEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 11.14 Counterparts. This Indenture may be executed in anynumber of counterparts, each of which so executed shall be deemed to be anoriginal, but all such counterparts shall together constitute but one and thesame instrument. Section 11.15 Recording of Indenture. If this Indenture is subjectto recording in any appropriate public recording offices, such recording is tobe effected by the Issuer and at its expense accompanied by an Opinion ofCounsel (which may be counsel to the Indenture Trustee or any other counselreasonably acceptable to the Indenture Trustee) to the effect that suchrecording is necessary either for the protection of the Noteholders or any otherPerson secured hereunder or for the enforcement of any right or remedy grantedto the Indenture Trustee under this Indenture. -55- Section 11.16 Trust Obligations. No recourse may be taken, directlyor indirectly, with respect to the obligations of the Issuer, the Depositor, theAdministrator, the Servicer, the Eligible Lender Trustee, the Indenture Trustee,the Indenture Administrator or the Owner Trustee on the Notes or under thisIndenture or any certificate or other writing delivered in connection herewithor therewith, against (i) the Indenture Trustee, the Indenture Administrator,the Eligible Lender Trustee or the Owner 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 IndentureTrustee, the Indenture Administrator, the Eligible Lender Trustee or the OwnerTrustee in its individual capacity, any holder or owner of a beneficial interestin the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the IndentureAdministrator or the Owner Trustee or of any successor or assign thereof in itsindividual capacity, except as any such Person may have expressly agreed (itbeing understood that the Indenture Trustee, the Indenture Administrator, theEligible Lender Trustee and the Owner Trustee have no such obligations in theirindividual capacity) and except that any such partner, owner or beneficiaryshall be fully liable, to the extent provided by applicable law, for any unpaidconsideration for stock, unpaid capital contribution or failure to pay anyinstallment or call owing to such entity. For all purposes of this Indenture, inthe performance of any duties or obligations of the Issuer hereunder, the OwnerTrustee shall be subject to, and entitled to the benefits of, the terms andprovisions of Articles VI, VII and VIII of the Trust Agreement. Section 11.17 No Petition. The Indenture Trustee and the IndentureAdministrator, by entering into this Indenture, and each Noteholder, byaccepting a Note, hereby covenant and agree that they shall not at any timeinstitute against the Depositor or the Issuer, or join in any institutionagainst the Depositor or the Issuer of, any bankruptcy, reorganization,arrangement, insolvency, receivership or liquidation proceedings, or otherproceedings under any United States Federal or state bankruptcy or similar lawin connection with any obligations relating to the Notes, this Indenture or anyof the other Basic Documents. The foregoing shall not limit the rights of theIndenture Trustee to file any claim in, or otherwise take any action withrespect to, any insolvency proceeding that was instituted against the Issuer byany Person other than the Indenture Trustee. Section 11.18 Inspection. The Issuer agrees that, on reasonableprior notice, it shall permit any representative of the Indenture Trustee or theIndenture Administrator, during the Issuer’s normal business hours, to examineall the books of account, records, reports, and other papers of the Issuer, tomake copies and extracts therefrom, to cause such books to be audited byIndependent certified public accountants, and to discuss the Issuer’s affairs,finances and accounts with the Issuer’s officers, employees, and Independentcertified public accountants, all at such reasonable times and as often as maybe reasonably requested. The Indenture Trustee or the Indenture Administratorshall and shall cause its representatives to hold in confidence all suchinformation obtained from such examination or inspection except to the extentdisclosure may be required by law (and all reasonable applications forconfidential treatment are unavailing) and except to the extent that theIndenture Trustee may reasonably determine that such disclosure is consistentwith its obligations hereunder. Section 11.19 Indenture Administrator as Agent of Indenture Trustee.The parties hereto hereby acknowledge that the Indenture Administrator is actingsolely as an agent -56-of the Indenture Trustee hereunder and shall have no liability or obligation tothe Noteholders whatsoever in connection with the performance by it of itsobligations hereunder. ARTICLE XII COMPLIANCE WITH REGULATION AB Section 12.1 Intent of the Parties; Reasonableness. The Issuer, theEligible Lender Trustee and the Indenture Administrator acknowledge and agreethat the purpose of this Article XII is to facilitate compliance by the Issuerwith the provisions of Regulation AB and related rules and regulations of theCommission. The Issuer, shall not exercise its right to request delivery ofinformation or other performance under these provisions other than to complywith the Securities Act, the Exchange Act and the rules and regulations of theCommission thereunder (or the provision in a private offering of disclosurecomparable to that required under the Securities Act). The IndentureAdministrator acknowledges that interpretations of the requirements ofRegulation AB may change over time, whether due to interpretative guidance bythe Commission or its staff, consensus among active participants in theasset-backed securities markets, or otherwise, and agrees to comply withrequests made by the Administrator, on behalf of the Issuer, in good faith, forthe delivery of information under these provisions on the basis of evolvinginterpretations of Regulation AB. In connection therewith, the IndentureAdministrator shall cooperate fully with the Administrator, on behalf of theIssuer, to deliver to the Administrator, on behalf of the Issuer (including anyof its assignees or designees), any and all statements, attestations, and anyother information that is in the possession of the Indenture Administrator andnecessary in the good faith determination of the Administrator, on behalf of theIssuer, to comply with the provisions of Regulation AB, together with suchdisclosures relating to the Indenture Administrator reasonably believed by theAdministrator, on behalf of the Issuer, to be necessary in order to effect suchcompliance. [SIGNATURE PAGE FOLLOWS] -57- IN WITNESS WHEREOF, the Issuer, the Eligible Lender Trustee, theIndenture Trustee and the Indenture Administrator have caused this Indenture tobe duly executed by their respective officers, thereunto duly authorized andduly attested, all as of the day and year first above written. SLC STUDENT LOAN TRUST 2006-1 By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: /s/ Patricia A. Evans ———————————– Name: Patricia A. Evans Title: Vice President CITIBANK, N.A., not in its individual capacity but solely as Eligible Lender Trustee By: /s/ Kristen Driscoll ———————————– Name: Kristen Driscoll Title: Vice President U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Patricia O’Neill ———————————– Name: Patricia O’Neill Title: Vice President Authorized Representative CITIBANK, N.A., not in its individual capacity but solely as Indenture Administrator By: /s/ Kristen Driscoll ————————————– Name: Kristen Driscoll Title: Vice President APPENDIX A DEFINITIONS AND USAGE SLC Student Loan Trust 2006-1 Usage The following rules of construction and usage shall be applicable toany 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 in 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. Appendix A-1 Definitions “Accrual Period” means, with respect to a Distribution Date, theperiod from and including the immediately preceding Distribution Date to, butexcluding, the then-current Distribution Date, or in the case of the initialsuch period, the period from and including the Closing Date to, and including,September 14, 2006. “Act” means the Securities Act of 1933, as amended. “Actual/360” means that interest is calculated on the basis of theactual number of days elapsed in a year of 360 days. “Adjusted Pool Balance” means, for any Distribution Date, (i) if thePool Balance as of the last day of the related Collection Period is greater than40% of the Initial Pool Balance, the sum of such Pool Balance, the CapitalizedInterest Account Balance and the Specified Reserve Account Balance for suchDistribution Date, or (ii) if the Pool Balance as of the last day of the relatedCollection Period is less than or equal to 40% of the Initial Pool Balance, thesum of such Pool Balance and the Capitalized Interest Account Balance. “Administration Agreement” means the Administration Agreement, datedas of June 28, 2006, among the Administrator, the Servicer and the Trust. “Administration Fees” has the meaning specified in Section 2.15 ofthe Administration Agreement. “Administrator” means SLC, in its capacity as administrator of theTrust in accordance with the Administration Agreement. “Administrator Default” has the meaning specified in Section 5.1 ofthe Administration Agreement. “Administrator’s Certificate” means an Officers’ Certificate of theAdministrator delivered pursuant to Section 3.1(c) of the AdministrationAgreement. “Administrator’s Officers’ Certificate” means an Officers’Certificate of the Administrator delivered pursuant to Section 3.1(b) of theAdministration Agreement. “Affiliate” means, with respect to any specified Person, any otherPerson controlling or controlled by or under common control with such specifiedPerson. For the purposes of this definition, “control” when used with respect toany specified Person means the power to direct the management and policies ofsuch Person, directly or indirectly, whether through the ownership of votingsecurities, by contract or otherwise; and the terms “controlling” and”controlled” have meanings correlative to the foregoing. “Applicable Servicing Criteria” means the “servicing criteria” setforth in Item 1122(d) of Regulation AB, as such may be amended from time totime. Appendix A-2 “Authorized Officer” means (i) with respect to the Trust, theAdministrator, (ii) with respect to the Administrator, any officer of theAdministrator or any of its Affiliates who is authorized to act for theAdministrator in matters relating to itself or to the Trust and to be acted uponby the Administrator pursuant to the Basic Documents and who is identified onthe list of Authorized Officers delivered by the Administrator to the IndentureAdministrator on the Closing Date (as such list may be modified or supplementedfrom time to time thereafter), (iii) with respect to the Depositor, any officerof the Depositor or any of its Affiliates who is authorized to act for theDepositor in matters relating to or to be acted upon by the Depositor pursuantto the Basic Documents and who is identified on the list of Authorized Officersdelivered by the Depositor to the Indenture Administrator 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 authorizedto act for the Servicer in matters relating to or to be acted upon by theServicer pursuant to the Basic Documents and who is identified on the list ofAuthorized Officers delivered by the Servicer to the Indenture Administrator onthe Closing Date (as such list may be modified or supplemented from time to timethereafter). “Available Funds” means, as to a Distribution Date or any relatedMonthly Servicing Payment Date, the sum of the following amounts received withrespect to the related Collection Period or, in the case of a Monthly ServicingPayment Date, the applicable portion of these amounts: (a) all collections on the Trust Student Loans received by the Servicer on the Trust Student Loans, including any Guarantee Payments received on the Trust Student Loans, but net of: (1) any collections in respect of principal on the Trust Student Loans applied by the Trust to repurchase guaranteed loans from the Guarantors under the Guarantee Agreements, and (2) amounts required by the Higher Education Act to be paid to the Department or to be repaid to borrowers, whether or not in the form of a principal reduction of the applicable Trust Student Loan, on the Trust Student Loans for that Collection Period, if any; (b) any Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans during that Collection Period; (c) all Liquidation Proceeds from any Trust Student Loans which became Liquidated Student Loans during that Collection Period in accordance with the Servicer’s customary servicing procedures, net of expenses incurred by the Servicer related to their liquidation and any amounts required by law to be remitted to the borrowers on the Liquidated Student Loans, and all Recoveries on Liquidated Student Loans which were written off in prior Collection Periods or during that Collection Period; (d) the aggregate Purchase Amounts received during that Collection Period for those Trust Student Loans repurchased by the Depositor or purchased by the Servicer Appendix A-3 or for Trust Student Loans sold to another eligible lender pursuant to Sections 3.12E or Section 3.12F of the Servicing Agreement; (e) the aggregate Purchase Amounts received during that Collection Period for those Trust Student Loans repurchased by SLC; (f) the aggregate amounts, if any, received from any of SLC, the Depositor or the Servicer, as the case may be, as reimbursement of non-guaranteed interest amounts, or lost Interest Subsidy Payments and Special Allowance Payments, on the Trust Student Loans pursuant to the Sale Agreement or Section 3.5 of the Servicing Agreement, respectively; (g) amounts received by the Trust pursuant to Sections 3.1 and 3.13 of the Servicing Agreement during that Collection Period as to yield or principal adjustments; (h) any interest remitted by the Administrator to the Collection Account prior to such Distribution Date or Monthly Servicing Payment Date; (i) Investment Earnings for that Distribution Date earned on amounts on deposit in each Trust Account; (j) amounts received by the Trust from SLC in respect of borrower benefits; (k) on the September 2007 Distribution Date, all funds then on deposit in the Capitalized Interest Account that are transferred into the Collection Account on that Distribution Date; (l) amounts transferred from the Reserve Account in excess of the Specified Reserve Account Balance as of that Distribution Date; and (m) as to the first Distribution Date, the Collection Account Initial Deposit.provided that if on any Distribution Date there would not be sufficient funds,after application of Available Funds and application of amounts available fromthe Capitalized Interest Account and the Reserve Account, to pay any of theitems specified in clauses (a) through (c) of Section 2.8 of the AdministrationAgreement (or, if a Class B Interest Subordination Condition is in effect,clauses (a) and (b) thereof from the Capitalized Interest Account and clauses(a), (b) and (e) thereof from the Reserve Account) as set forth in Section 2.9and 2.10 of the Administration Agreement, relating to such distributions, thenAvailable Funds for that Distribution Date will include, in addition to theAvailable Funds as defined above, amounts on deposit in the Collection Account,or amounts held by the Administrator, or which the Administrator reasonablyestimates to be held by the Administrator, for deposit into the CollectionAccount on the related Determination Date which would have constituted AvailableFunds for the Distribution Date succeeding that Distribution Date, up to theamount necessary to pay such items, and the Available Funds for the succeedingDistribution Date will be adjusted accordingly. Appendix A-4 “Basic Documents” means the Trust Agreement, the Indenture, theServicing Agreement, the Sub-Servicing Agreement, the Administration Agreement,the Sale Agreement, the Purchase Agreement, the Guarantee Agreements, the NoteDepository Agreement, the Custody Agreement and other documents and certificatesdelivered in connection with any such documents. “Benefit Plan” means (i) an employee benefit plan (as defined inSection 3(3) of ERISA), whether or not subject to the provisions of Title I ofERISA, (ii) a plan described in Section 4975(e)(1) of the Code, whether or notsubject to Section 4975 of the Code or (iii) any entity whose underlying assetsinclude plan assets by reason of a plan’s investment in the entity. “Bill of Sale” has the meaning specified in either the PurchaseAgreement or the Sale Agreement, as applicable. “Book-Entry Note” means a beneficial interest in the Notes,ownership and transfers of which shall be made through book entries by aClearing Agency as described in Section 2.10 of the Indenture. “Business Day” means (i) with respect to calculating LIBOR of aspecified maturity, any day on which banks in New York, New York and London,England are open for the transaction of international business and (ii) for allother purposes, any day other than a Saturday, a Sunday or a day on whichbanking institutions or trust companies in New York, New York or Wilmington,Delaware are authorized or obligated by law, regulation or executive order toremain closed. “Capitalized Interest Account” means the account designated as such,established and maintained pursuant to Section 2.3(a) of the AdministrationAgreement. “Capitalized Interest Account Balance” means, for any DistributionDate through and including the September 2007 Distribution Date: (i) if neither of the Capitalized Interest Conditions are in effect, the amount on deposit in the Capitalized Interest Account on the Distribution Date following those distributions with respect to clauses (b) and (c) (or clause (b) if a Class B Interest Subordination Condition is in effect) under Section 2.8 of the Administration Agreement; or (ii) if either of the Capitalized Interest Conditions are in effect, the excess, if any, of (x) the amount on deposit in the Capitalized Interest Account on the Distribution Date following those distributions with respect to clause (b) under Section 2.8 of the Administration Agreement, over (y) the Class B Noteholders’ Interest Distribution Amount. “Capitalized Interest Account Initial Deposit” means $43,000,000. “Capitalized Interest Conditions” means the following twoconditions: (1) on any Distribution Date following distributions applied inaccordance with clauses (a) through (j) under Section 2.8 of the AdministrationAgreement to be made on that Distribution Date, the Outstanding Amount of theClass A Notes, would be in excess of: Appendix A-5 (a) the outstanding principal balance of the Trust Student Loans asof the last day of the related Collection Period plus (b) any accrued but unpaid interest on the Trust Student Loans as ofthe last day of the related Collection Period plus (c) the balance of the Capitalized Interest Account on theDistribution Date following those distributions made in accordance with clauses(b) and (c) (or clause (b) if a Class B Interest Subordination Condition is ineffect) under Section 2.8 of the Administration Agreement plus (d) the balance of the Reserve Account on the Distribution Datefollowing those distributions made under clauses (a) through (j) under Section2.8 of the Administration Agreement minus (e) the Specified Reserve Account Balance for that DistributionDate, or (2) an Event of Default described in Section 5.1(i) or (ii) withrespect to the Class A Notes or Section 5.1(iv) or (v) has occurred and iscontinuing. “Carryover Servicing Fee” has the meaning specified in Attachment Ato the Servicing Agreement. “Class A Note” means the Class A-1 Note, Class A-2 Note, Class A-3Note, Class A-4 Note, Class A-5 Note or Class A-6 Note. “Class A Note Interest Shortfall” means, for any Distribution Date,the excess of (i) the Class A Noteholders’ Interest Distribution Amount on thepreceding Distribution Date, over (ii) the amount of interest actuallydistributed to the Class A Noteholders on that preceding Distribution Date, plusinterest on the amount of that excess, to the extent permitted by law, at theinterest rate applicable for each such class of Notes from that precedingDistribution Date to the current Distribution Date. “Class A Note Principal Shortfall” means, as of the close of anyDistribution Date, the excess of (i) the Class A Noteholders’ PrincipalDistribution Amount on that Distribution Date, over (ii) the amount of principalactually distributed to the Class A Noteholders on such Distribution Date. “Class A Noteholder” means the Person in whose name a Class A Noteis registered in the Note Register. “Class A Noteholders’ Distribution Amount” means, for anyDistribution Date, the sum of the Class A Noteholders’ Interest DistributionAmount and the Class A Noteholders’ Principal Distribution Amount for thatDistribution Date. “Class A Noteholders’ Interest Distribution Amount” means, for anyDistribution Date, the sum of: (1) the amount of interest accrued at the ClassA-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the ClassA-5 Rate or the Class A-6 Rate, as applicable, Appendix A-6for the related Accrual Period on the Outstanding Amount of all classes of ClassA Notes on the immediately preceding Distribution Date(s) after giving effect toall principal distributions to Class A Noteholders on that precedingDistribution Date or, in the case of the first Distribution Date, on the ClosingDate, and (2) the Class A Note Interest Shortfall for that Distribution Date. “Class A Noteholders’ Principal Distribution Amount” means, for anyDistribution Date, the Principal Distribution Amount multiplied by the Class APercentage for that Distribution Date, plus any Class A Note Principal Shortfallas of the close of business on the preceding Distribution Date; provided thatthe Class A Noteholders’ Principal Distribution Amount will not exceed theOutstanding Amount of the Class A Notes. In addition, on the maturity date forany class of Class A Notes, the principal required to be distributed to therelated Noteholders will include the amount required to reduce the OutstandingAmount of that class to zero. “Class A Percentage” means 100% minus the Class B Percentage. “Class A-1 Maturity Date” means the December 15, 2010 DistributionDate. “Class A-2 Maturity Date” means the June 15, 2015 Distribution Date. “Class A-3 Maturity Date” means the September 15, 2017 DistributionDate. “Class A-4 Maturity Date” means the December 15, 2021 DistributionDate. “Class A-5 Maturity Date” means the March 15, 2027 DistributionDate. “Class A-6 Maturity Date” means the December 15, 2038 DistributionDate. “Class A-1 Noteholder” means a Person in whose name a Class A-1 Noteis registered in the Note Register. “Class A-2 Noteholder” means a Person in whose name a Class A-2 Noteis registered in the Note Register. “Class A-3 Noteholder” means a Person in whose name a Class A-3 Noteis registered in the Note Register. “Class A-4 Noteholder” means a Person in whose name a Class A-4 Noteis registered in the Note Register. “Class A-5 Noteholder” means a Person in whose name a Class A-5 Noteis registered in the Note Register. “Class A-6 Noteholder” means a Person in whose name a Class A-6 Noteis registered in the Note Register. Appendix A-7 “Class A-1 Notes” means the $190,000,000 Floating Rate Class A-1Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,substantially in the form of Exhibit A thereto. “Class A-2 Notes” means the $418,000,000 Floating Rate Class A-2Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,substantially in the form of Exhibit A thereto. “Class A-3 Notes” means the $221,000,000 Floating Rate Class A-3Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,substantially in the form of Exhibit A thereto. “Class A-4 Notes” means the $451,000,000 Floating Rate Class A-4Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,substantially in the form of Exhibit A thereto. “Class A-5 Notes” means the $442,000,000 Floating Rate Class A-5Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,substantially in the form of Exhibit A thereto. “Class A-6 Notes” means the $463,000,000 Floating Rate Class A-6Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,substantially in the form of Exhibit A thereto. “Class A-1 Rate” means, for any Accrual Period after the initialAccrual Period, Three-Month LIBOR, as determined on the second Business Daybefore the beginning of the applicable Accrual Period, minus 0.03%, based on anActual/360 accrual method. For the initial Accrual Period, the Class A-1 Rateshall mean the Initial Accrual Rate minus 0.03%, based on an Actual/360 accrualmethod. “Class A-2 Rate” means, for any Accrual Period after the initialAccrual Period, Three-Month LIBOR, as determined on the second Business Daybefore the beginning of the applicable Accrual Period, based on Actual/360Accrual Period. For the initial Accrual Period, the Class A-2 Rate shall meanthe Initial Accrual Rate, based on an Actual/360 accrual method. “Class A-3 Rate” means, for any Accrual Period after the initialAccrual Period, Three-Month LIBOR, as determined on the second Business Daybefore the beginning of the applicable Accrual Period, plus 0.03% based on anActual/360 accrual method. For the initial Accrual Period, the Class A-3 Rateshall mean the Initial Accrual Rate plus 0.03%, based on an Actual/360 accrualmethod. “Class A-4 Rate” means, for any Accrual Period after the initialAccrual Period, Three-Month LIBOR, as determined on the second Business Daybefore the beginning of the applicable Accrual Period, plus 0.08% based on anActual/360 accrual method. For the initial Accrual Period, the Class A-4 Rateshall mean the Initial Accrual Rate plus 0.08%, based on an Actual/360 accrualmethod. Appendix A-8 “Class A-5 Rate” means, for any Accrual Period after the initialAccrual Period, Three-Month LIBOR, as determined on the second Business Daybefore the beginning of the applicable Accrual Period, plus 0.11% based on anActual/360 accrual method. For the initial Accrual Period, the Class A-4 Rateshall mean the Initial Accrual Rate plus 0.11%, based on an Actual/360 accrualmethod. “Class A-6 Rate” means, for any Accrual Period after the initialAccrual Period, Three-Month LIBOR, as determined on the second Business Daybefore the beginning of the applicable Accrual Period, plus 0.16% based on anActual/360 accrual method. For the initial Accrual Period, the Class A-4 Rateshall mean the Initial Accrual Rate plus 0.16%, based on an Actual/360 accrualmethod. “Class B Interest Subordination Condition” means, if after givingeffect to all required distributions of principal and interest on the Notes onany Distribution Date, the outstanding principal balance of the Trust StudentLoans as of the last day of the related Collection Period, plus accrued butunpaid interest thereon as of the last day of the related Collection Period, andamounts then on deposit in the Reserve Account in excess of the SpecifiedReserve Account Balance as of such Distribution Date, would be less than theOutstanding Amount of the Class A Notes. “Class B Maturity Date” means the March 15, 2039 Distribution Date. “Class B Note Interest Shortfall” means, with respect to anyDistribution Date, the excess of (i) the Class B Noteholders’ InterestDistribution Amount on the preceding Distribution Date over (ii) the amount ofinterest actually distributed to the Class B Noteholders on such precedingDistribution Date, plus interest on the amount of such excess interest due tothe Class B Noteholders, to the extent permitted by law, at the Class B Ratefrom such preceding Distribution Date to the current Distribution Date. “Class B Note Principal Shortfall” means, as of the close of anyDistribution Date, the excess of (i) the Class B Noteholders’ PrincipalDistribution Amount on such Distribution Date over (ii) the amount of principalactually distributed to the Class B Noteholders on such Distribution Date. “Class B Noteholder” means the Person in whose name a Class B Noteis registered in the Note Register. “Class B Noteholders’ Distribution Amount” means, for anyDistribution Date, the sum of the Class B Noteholders’ Interest DistributionAmount and the Class B Noteholders’ Principal Distribution Amount for thatDistribution Date. “Class B Noteholders’ Interest Distribution Amount” means, for anyDistribution Date, the sum of (1) the amount of interest accrued at the Class BRate for the related Accrual Period on the Outstanding Amount of the Class BNotes on the immediately preceding Distribution Date(s) (or, in the case of thefirst Distribution Date, the Closing Date), after giving effect to all principaldistributions to Class B Noteholders on that preceding Distribution Date, and(ii) the Class B Note Interest Shortfall for that Distribution Date. Appendix A-9 “Class B Noteholders’ Principal Distribution Amount” means, for anyDistribution Date, the Principal Distribution Amount multiplied by the Class BPercentage for that Distribution Date, plus any Class B Note Principal Shortfallas of the close of business on the preceding Distribution Date; provided thatthe Class B Noteholders’ Principal Distribution Amount will not exceed theOutstanding Amount of the Class B Notes. In addition, on the Class B MaturityDate, the principal required to be distributed to the Class B Noteholders willinclude the amount required to reduce the Outstanding Amount of the Class BNotes to zero. “Class B Notes” means the $67,500,000 Floating Rate Class B StudentLoan Asset-Backed Notes issued by the Trust pursuant to the Indenture,substantially in the form of Exhibit A thereto. “Class B Percentage” means, with respect to any Distribution Date: (a) prior to the Stepdown Date or with respect to any Distribution Date on which a Trigger Event is in effect, zero; and (b) on and after the Stepdown Date and provided that no Trigger Event is in effect, a fraction expressed as a percentage, the numerator of which is the aggregate Outstanding Amount of the Class B Notes immediately prior to that Distribution Date and the denominator of which is the aggregate Outstanding Amount of all Notes, immediately prior to that Distribution Date. “Class B Rate” means, for any Accrual Period after the initialAccrual Period, Three-Month LIBOR, as determined on the second Business Daybefore the beginning of the applicable Accrual Period, plus 0.21% based on anActual/360 accrual method. For the initial Accrual Period, the Class B Rateshall mean the Initial Accrual Rate plus 0.21%, based on an Actual/360 accrualmethod. “Clearing Agency” means an organization registered as a “clearingagency” pursuant to applicable law. The initial Clearing Agency shall be DTC,and the initial nominee for such Clearing Agency shall be Cede & Co. “Clearing Agency Participant” means a broker, dealer, bank, otherfinancial institution or other Person for whom from time to time a ClearingAgency effects book-entry transfers and pledges of securities deposited with theClearing Agency. “Closing Date” means June 28, 2006. “Code” means the Internal Revenue Code of 1986, as amended from timeto time, and Treasury Regulations promulgated thereunder. “Collateral” has the meaning specified in the Granting Clause of theIndenture. “Collection Account” means the account designated as such,established and maintained pursuant to Section 2.3(a) of the AdministrationAgreement. “Collection Account Initial Deposit” means $0. Appendix A-10 “Collection Period” means, with respect to the first DistributionDate, the period beginning on the Closing Date and ending on August 31, 2006 andwith respect to each subsequent Distribution Date the Collection Period meansthe three calendar months immediately following the end of the previousCollection Period. “Commission” means the United States Securities and ExchangeCommission. “Consolidation Loans” means the Student Loans made in accordancewith the Section 428C of the Higher Education Act. “Corporate Trust Office” means (i) with respect to the IndentureTrustee, the principal office of the Indenture Trustee at which at anyparticular time its corporate trust business shall be administered, which officeat the Closing Date is located at U.S. Bank National Association, One FederalStreet, Third Floor, Boston, MA, 02110, Attention: Trustee, SLC 2006-1,telephone: (617) 603-6413, facsimile: (617) 603-6637, or at such other addressas the Indenture Trustee may designate from time to time by notice to theNoteholders and the Depositor, or the principal corporate trust office of anysuccessor to the Indenture Trustee (the address of which the successor IndentureTrustee will notify the Noteholders, the Administrator and the Depositor), (ii)with respect to the Indenture Administrator, the principal corporate trustoffice of the Indenture Administrator located at Citibank, N.A., 388 GreenwichStreet, 14th Floor, New York, New York 10013, Attention: Structured FinanceAgency and Trust – SLC Student Loan trust 2006-1, telephone: 800-422-2066,facsimile: 212-816-5527, or at such other address as the Indenture Administratormay designate by notice to the Depositor, or the principal corporate trustoffice of any successor to the Indenture Administrator (the address of which thesuccessor to the Indenture Administrator will notify the Administrator and theDepositor).and (iii) with respect to the Eligible Lender Trustee, the principalcorporate trust office of the Eligible Lender Trustee located at Citibank, N.A.,388 Greenwich Street, 14th Floor, New York, New York 10013, Attention:Structured Finance Agency and Trust – SLC Student Loan trust 2006-1, telephone:800-422-2066, facsimile: 212-816-5527, or at such other address as the EligibleLender Trustee may designate by notice to the Depositor, or the principalcorporate trust office of any successor Eligible Lender Trustee (the address ofwhich the successor Eligible Lender Trustee will notify the Administrator andthe Depositor). “Custodian” means Citibank USA, National Association, a nationalbanking association. “Custody Agreement” means the Custody Agreement, dated as of June28, 2006, among the Issuer, the Custodian, the Eligible Lender Trustee and theIndenture Trustee. “Cutoff Date” means the Closing Date. “Default” means any occurrence that is, or with notice or the lapseof time or both would become, an Event of Default. “Definitive Notes” has the meaning specified in Section 2.10 of theIndenture. “Delaware Statutory Trust Act” or “Statutory Trust Act” meansChapter 38 of Title 12, Part V of the Delaware Code, entitled “Treatment ofDelaware Statutory Trusts”. Appendix A-11 “Delivery” means, when used with respect to Trust Account Property: (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, the Indenture Administrator or their respective nominee or custodian by physical delivery to the Indenture Trustee, the Indenture Administrator or their respective nominee or custodian endorsed to, or registered in the name of, the Indenture Trustee, the Indenture Administrator or their respective 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, the Indenture Administrator or their respective 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, the Indenture Administrator or their respective nominee or custodian and the sending by such securities intermediary of a confirmation of the purchase of such certificated security by the Indenture Trustee, the Indenture Administrator or their respective its nominee or custodian, or (ii) by delivery thereof to a “clearing corporation” (as defined in Section 8-102(a)(5) of the UCC) and the making by such clearing corporation of appropriate entries on its books reducing the appropriate securities account of the transferor and increasing the appropriate securities account of a securities intermediary by the amount of such certificated security, the identification by the clearing corporation of the certificated securities for the sole and exclusive account of the securities intermediary, the maintenance of such certificated securities by such clearing corporation or the nominee of either subject to the clearing corporation’s exclusive control, the sending of a confirmation by the securities intermediary of the purchase by the Indenture Trustee, the Indenture Administrator or their respective 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, the Indenture Administrator or their respective 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, the Indenture Administrator or their respective 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 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, Appendix A-12 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. “Department” means the United States Department of Education, anagency of the Federal government. “Depositor” means SLC Student Loan Receivables I, Inc., a Delawarecorporation, and its successors and assigns. “Depository Agreement” means the Note Depository Agreement. “Determination Date” means, with respect to any Distribution Date,the first Business Day preceding such Distribution Date. “Distribution Date” means, for any class of Notes, the 15th day ofeach March, June, September and December, or, if such day is not a Business Day,the immediately following Business Day, commencing on September 15, 2006. “DTC” means The Depository Trust Company, or any successor thereto. “Eligible Deposit Account” means either (a) a segregated accountwith an Eligible Institution or (b) a segregated trust account with thecorporate trust department of a depository institution organized under the lawsof the United States of America or any one of the States or the District ofColumbia (or any domestic branch of a foreign bank), having corporate trustpowers and acting as trustee for funds deposited in such account, so long as anyof the securities of such depository institution have a credit rating fromMoody’s, S&P, and, if such institution is rated by Fitch, Fitch, in one of theirgeneric rating categories which signifies investment grade. “Eligible Institution” means a depository institution organizedunder the laws of the United States of America or any one of the States or theDistrict 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-termsenior unsecured debt or certificate of deposit rating of “A-1+” or better byS&P 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 debtrating of “AA” or a short-term senior unsecured debt rating of “F-1+,” or anyother long-term, short-term or certificate of deposit rating with respect towhich the Rating Agency Condition has been satisfied and (ii) whose Appendix A-13deposits are insured by the FDIC. If so qualified, the Owner Trustee, theIndenture Trustee or the Indenture Administrator may be considered an EligibleInstitution. “Eligible Investments” means book-entry securities, negotiableinstruments or securities represented by instruments in bearer or registeredform 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 (Sallie Mae), or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America; provided that obligations of, or guaranteed by, the Government National Mortgage Association (GNMA), the Federal Home Loan Mortgage Corporation (Freddie Mac), the Federal National Mortgage Association (Fannie Mae) or the Student Loan Marketing Association (Sallie Mae) shall be Eligible Investments only if, at the time of investment, they meet the criteria of each of the Rating Agencies for collateral for securities having ratings equivalent to the respective ratings of the Notes in effect at the Closing Date; (b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in clause (a) above or portion of such obligation for the benefit of the holders of such depository receipts); provided that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each Distribution Date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category granted thereby; (c) commercial paper having, at the time of the investment, a rating from each of the Rating Agencies in the highest investment category granted thereby; (d) investments in money market funds having a rating from each of the Rating Agencies in the highest investment category granted thereby (including funds for which the Indenture Trustee, the Administrator, the Owner Trustee or the Indenture Administrator 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 Appendix A-14 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 SLC, 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 Notes by any of the Rating Agencies as affirmed in writing delivered to the Indenture Trustee. For purposes of the definition of “Eligible Investments” the phrase “highest investment category” means (i) in the case of Fitch, “AAA” for long-term investments (or the equivalent) and “F-1+” for short-term investments (or the equivalent), (ii) in the case of Moody’s, “Aaa” for long-term investments (or the equivalent) and “P-1” for short-term investments (or the equivalent), and (iii) in the case of S&P, “AAA” for long-term investments (or the equivalent) and “A-1+” for short-term investments (or the equivalent). A proposed investment not rated by Fitch but rated in the highest investment category by Moody’s and S&P shall be considered to be rated by each of the Rating Agencies in the highest investment category granted thereby. “Eligible Lender Trust Agreement (Depositor)” means the EligibleLender Trust Agreement, dated as of June 28, 2006, among the Eligible LenderTrustee and the Depositor. “Eligible Lender Trust Agreement (Issuer)” means the Eligible LenderTrust Agreement, dated as of June 28, 2006, among the Eligible Lender Trusteeand the Trust. “Eligible Lender Trust Agreements” means, collectively, the EligibleLender Trust Agreement (Depositor) and the Eligible Lender Trust Agreement(Issuer). “Eligible Lender Trustee” means Citibank, N.A., a national bankingassociation, not in its individual capacity but solely as Eligible LenderTrustee under the Eligible Lender Trust Agreements. “Eligible Lender Trustee”shall also mean each successor to the Eligible Lender Trustee as of thequalification of such successor as Eligible Lender Trustee under the EligibleLender Trust Agreements. “Eligible Loans” has the meaning specified in either the PurchaseAgreement or the Sale Agreement, as applicable. “ERISA” means the Employee Retirement Income Security Act of 1974,as amended. “Event of Default” has the meaning specified in Section 5.1 of theIndenture. “Exchange Act” means the Securities Exchange Act of 1934, asamended. Appendix A-15 “Executive Officer” means, with respect to any corporation, theChief Executive Officer, Chief Operating Officer, Chief Financial Officer,President, any Executive Vice President, any Senior Vice President, any VicePresident, the Secretary or the Treasurer of such corporation; and with respectto any partnership, any general partner thereof. “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 anykind and nature whatsoever which may at any time be imposed on, incurred by, orasserted against the Owner Trustee or any of its officers, directors or agentsin any way relating to or arising out of the Trust Agreement, the other BasicDocuments, the Trust Estate, the administration of the Trust Estate or theaction or inaction of the Owner Trustee under the Trust Agreement or the otherBasic Documents. “FDIC” means the Federal Deposit Insurance Corporation. “Federal Funds Rate” means the rate set forth for such day oppositethe caption “Federal Funds (effective)” in the weekly statistical releasedesignated H.15(519), or any successor publication, published by the Board ofGovernors of the Federal Reserve System. If such rate is not published in therelevant H.15(519) for any day, the rate for such day shall be the arithmeticmean of the rates for the last transaction in overnight Federal Funds arrangedprior to 9:00 a.m. New York City time on that day by each of four leadingbrokers in such transactions located in New York City selected by theAdministrator. The Federal Funds rate for each Saturday and Sunday and for anyother that is not a Business Day shall be the Federal Funds Rate for thepreceding Business Day as determined above. “FFELP” means Federal Family Education Loan Program. “Fitch” means Fitch, Inc., also known as Fitch Ratings, or anysuccessor rating agency. “Grant” means mortgage, pledge, bargain, sell, warrant, alienate,remise, release, convey, assign, transfer, create and grant a lien upon and asecurity interest in and right of set-off against, deposit, set over and confirmpursuant to the Indenture. A Grant of the Collateral or of any other agreementor instrument shall include all rights, powers and options (but none of theobligations) of the Granting party thereunder, including the immediate andcontinuing right to claim for, collect, receive and give receipt for principaland interest payments in respect of the Collateral and all other moneys payablethereunder, to give and receive notices and other communications, to makewaivers or other agreements, to exercise all rights and options, to bringProceedings in the name of the Granting party or otherwise and generally to doand receive anything that the Granting party is or may be entitled to do orreceive thereunder or with respect thereto. “Guarantee Agreement” means any agreement between any Guarantor andthe Eligible Lender Trustee providing for the payment by the Guarantor ofamounts authorized to be paid pursuant to the Higher Education Act to holders ofqualifying Student Loans guaranteed in accordance with the Higher Education Actby such Guarantor. Appendix A-16 “Guarantee Payment” means any payment made by a Guarantor pursuantto a Guarantee Agreement in respect of a Trust Student Loan. “Guarantor” means any entity listed on Attachment B (as amended fromtime to time) to the Sale Agreement or the Purchase Agreement, as applicable. “H.15(519)” means the weekly statistical release designated as such,or any successor publication, published by the Board of Governors of the UnitedStates Federal Reserve System. “H.15 Daily Update” means the daily update for H.15(519), availablethrough the world wide web site of the Board of Governors of the Federal ReserveSystem at http://www.federalreserve.gov/releases/h15/update, or any successorsite or publications. “Higher Education Act” means the Higher Education Act of 1965, asamended, together with any rules, regulations and interpretations thereunder. “Indenture” means the Indenture, dated as of June 28, 2006, amongthe Trust, the Eligible Lender Trustee, the Indenture Trustee and the IndentureAdministrator. “Indenture Administrator” means Citibank, N.A., a national bankingassociation, not in its individual capacity but solely as indentureadministrator under the Indenture. “Indenture Trust Estate” means all money, instruments, rights andother property that are subject or intended to be subject to the lien andsecurity interest of the Indenture for the benefit of the Noteholders (includingall Collateral Granted to the Indenture Trustee), including all proceedsthereof. “Indenture Trustee” means U.S. Bank National Association, a nationalbanking association, not in its individual capacity but solely as indenturetrustee under the Indenture. “Indenture Trustee/Indenture Administrator/Eligible Lender TrusteeFee” means $5,000 per annum payable yearly in advance. “Independent” means, when used with respect to any specified Person,that the Person (a) is in fact independent of the Trust, any other obligor uponthe Notes, the Depositor and any Affiliate of any of the foregoing Persons, (b)does not have any direct financial interest or any material indirect financialinterest in the Trust, any such other obligor, the Depositor or any Affiliate ofany of the foregoing Persons and (c) is not connected with the Trust, any suchother obligor, the Depositor or any Affiliate of any of the foregoing Persons asan officer, employee, promoter, underwriter, placement agent, trustee, partner,director or person performing similar functions. “Independent Certificate” means a certificate or opinion to bedelivered to the Indenture Trustee or the Indenture Administrator under thecircumstances described in, and otherwise complying with, the applicablerequirements of Section 11.1 of the Indenture, made by an Independent appraiser,and such opinion or certificate shall state that the signer has read the Appendix A-17definition of “Independent” in the Indenture and that the signer is Independentwithin the meaning thereof. “Index Maturity” means, with respect to any Accrual Period, a periodof time equal to three or four months, as applicable, commencing on the firstday of that Accrual Period. “Initial Accrual Rate” means, for each class of Notes and theAccrual Period commencing on the Closing Date to, but excluding, the firstDistribution Date, 5.46065% per annum. “Initial Pool Balance” means the Pool Balance as of the Cutoff Date,which is $2,208,519,917. “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 thepremises in respect of such Person or any substantial part of its property in aninvoluntary case under any applicable Federal or state bankruptcy, insolvency orother similar law now or hereafter in effect, or appointing a receiver,liquidator, assignee, custodian, trustee, sequestrator or similar official forsuch Person or for any substantial part of its property, or ordering thewinding-up or liquidation of such Person’s affairs, which decree or orderremains unstayed and in effect for a period of 60 consecutive days; or (b) thecommencement by such Person of a voluntary case under any applicable Federal orstate bankruptcy, insolvency or other similar law now or hereafter in effect, orthe consent by such Person to the entry of an order for relief in an involuntarycase under any such law, or the consent by such Person to the appointment of ortaking possession by a receiver, liquidator, assignee, custodian, trustee,sequestrator or similar official for such Person or for any substantial part ofits property, or the making by such Person of any general assignment for thebenefit of creditors, or the failure by such Person generally to pay its debtsas such debts become due, or the taking of action by such Person in furtheranceof any of the foregoing. “Interest Subsidy Payments” means payments, designated as such,consisting of interest subsidies by the Department in respect of the TrustStudent Loans to the Eligible Lender Trustee or the Owner Trustee on behalf ofthe Trust in accordance with the Higher Education Act. “Investment Earnings” means, with respect to any Distribution Date,the investment earnings (net of losses and investment expenses) on amounts ondeposit in the Trust Accounts to be deposited into the Collection Account on orprior to such Distribution Date pursuant to Section 2.3(b) of the AdministrationAgreement. “Issuer” means the Trust and, for purposes of any provisioncontained in the Indenture and required by the TIA, each other obligor on theNotes. “Issuer Order” and “Issuer Request” means a written order or requestsigned in the name of the Issuer by any one of its Authorized Officers anddelivered to the Indenture Trustee. “LIBOR” means Three-Month LIBOR or Two-Month LIBOR, as applicable. Appendix A-18 “LIBOR Determination Date” means, for each Accrual Period, thesecond Business Day before the beginning of that Accrual Period. “Lien” means a security interest, lien, charge, pledge, equity orencumbrance of any kind, other than tax liens and any other liens, if any, whichattach to the respective Trust Student Loan by operation of law as a result ofany act or omission by the related Obligor. “Liquidated Student Loan” means any defaulted Trust Student Loanliquidated by the Servicer (which shall not include any Trust Student Loan onwhich Guarantee Payments are received) or which the Servicer has, after usingall reasonable efforts to realize upon such Trust Student Loan, determined tocharge off. “Liquidation Proceeds” means, with respect to any Liquidated StudentLoan which became a Liquidated Student Loan during the current Collection Periodin accordance with the Servicer’s customary servicing procedures, the moneyscollected in respect of the liquidation thereof from whatever source, other thanRecoveries, net of the sum of any amounts expended by the Servicer in connectionwith such liquidation and any amounts required by law to be remitted to theObligor on such Liquidated Student Loan. “Loan” has the meaning specified in Section 2 of the PurchaseAgreement. “Minimum Purchase Amount” means, for any Distribution Date, anamount that would be sufficient to (i) reduce the Outstanding Amount of eachclass of Notes on such Distribution Date to zero and (ii) pay to the respectiveNoteholders the Class A Noteholders’ Interest Distribution Amount and the ClassB Noteholders’ Interest Distribution Amount payable on such Distribution Date. “Monthly Servicing Payment Date” means the 15th day of each calendarmonth or, if such day is not a Business Day, the immediately following BusinessDay, commencing in July 2006. “Moody’s” means Moody’s Investors Service, Inc. “Note Depository Agreement” means the Letter of Representations,dated June 28, 2006, by the Trust in favor of DTC. “Note Final Maturity Date” means, for a class of Notes, the ClassA-1 Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity Date, theClass A-4 Maturity Date, the Class A-5 Maturity Date, the Class A-6 MaturityDate or the Class B Maturity Date, as applicable. “Note Interest Shortfall” means the Class A Note Interest Shortfall,if any, and/or the Class B Note Interest Shortfall, if any, as applicable. “Note Owner” means, with respect to a Book-Entry Note, the Personwho is the owner of such Book-Entry Note, as reflected on the books of theapplicable Clearing Agency, or on the books of a Person maintaining an accountwith such Clearing Agency (directly as a Appendix A-19Clearing Agency Participant or as an indirect participant, in each case inaccordance with the rules of such Clearing Agency). “Note Pool Factor” means, as of the close of business on aDistribution Date, a seven-digit decimal figure equal to the Outstanding Amountof a class of Notes divided by the original Outstanding Amount of such class ofNotes. The Note Pool Factor for each class will be 1.0000000 as of the ClosingDate; thereafter, the Note Pool Factor for each class will decline to reflectreductions in the Outstanding Amount of that class of Notes. “Note Rates” means, with respect to any Accrual Period, the ClassA-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the ClassA-5 Rate, the Class A-6 Rate and the Class B Rate for such Accrual Period,collectively. “Note Register” and “Note Registrar” have the respective meaningsspecified in Section 2.4 of the Indenture. “Noteholder” means either a Class A Noteholder or a Class BNoteholder, as the context requires. “Notes” means the Class A-1 Notes, the Class A-2 Notes, the ClassA-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes and theClass B Notes, collectively. “Obligor” on a Trust Student Loan means the borrower or co-borrowersof such Trust Student Loan and any other Person who owes payments in respect ofsuch Trust Student Loan, including the Guarantor thereof and, with respect toany Interest Subsidy Payment or Special Allowance Payment, if any, thereon, theDepartment. “Officers’ Certificate” means (i) in the case of the Trust, acertificate signed by any two Authorized Officers of the Administrator, underthe circumstances described in, and otherwise complying with, the applicablerequirements of Section 11.1 of the Indenture, and delivered to the IndentureTrustee or the Indenture Administrator, and (ii) in the case of the Depositor,the Administrator or the Servicer, a certificate signed by any two AuthorizedOfficers of the Depositor, the Administrator or the Servicer, as applicable. “Opinion of Counsel” means (i) with respect to the Trust, one ormore written opinions of counsel who may, except as otherwise expressly providedin the Indenture, be employees of or counsel to the Owner Trustee, the Trust,the Depositor or an Affiliate of the Depositor and who shall be satisfactory tothe Indenture Trustee and the Indenture Administrator, and which opinion oropinions shall be addressed to the Indenture Trustee as Indenture Trustee andthe Indenture Administrator as Indenture Administrator, shall comply with anyapplicable requirements of Section 11.1 of the Indenture and shall be in formand substance satisfactory to the Indenture Trustee, and (ii) with respect tothe Depositor, the Administrator or the Servicer, one or more written opinionsof counsel who may be an employee of or counsel to the Depositor, theAdministrator or the Servicer, which counsel shall be acceptable to theIndenture Trustee, the Indenture Administrator and the Owner Trustee. Appendix A-20 “Origination Fee” means any origination fee payable to theDepartment by the lender with respect to any Trust Student Loan. “Outstanding” means, as of any date of determination, all Notestheretofore authenticated and delivered under the Indenture except: (a) Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation; (b) 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 Administrator 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 (c) Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser; provided that in determining whether the Noteholders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any other Basic Document, Notes owned by the Trust, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee either actually knows to be so owned or has received written notice thereof shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Trust, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons. “Outstanding Amount” means, as of any date of determination, theaggregate principal balance of all the Notes or the applicable class or classesof Notes, as the case may be, Outstanding at such date of determination. “Owner” means the Depositor and each of its successors in interestas holder of the Trust Certificate issued by the Trust pursuant to Article IIIof the Trust Agreement. “Ownership Percentage” means, with respect to an Owner, theproportion (expressed as a percentage) of the beneficial interest in the assetsof the Trust held by such Owner. “Owner Trustee” means Wilmington Trust Company, a Delaware bankingcorporation, not in its individual capacity but solely as owner trustee underthe Trust Agreement. “Owner Trustee Fee” means $4,000 per annum, payable in advance. Appendix A-21 “Paying Agent” means the Indenture Administrator or any other Personthat meets the eligibility standards for the Indenture Trustee specified inSection 6.12 of the Indenture and is authorized by the Trust to make thepayments to and distributions from the Collection Account and payments ofprincipal of and interest and any other amounts owing on the Notes on behalf ofthe Trust. “Person” means any individual, corporation, estate, partnership,joint venture, association, joint stock company, trust (including anybeneficiary thereof), unincorporated organization, limited liability company,limited liability partnership or government or any agency or politicalsubdivision thereof. “Physical Property” has the meaning assigned to such terms in thedefinition of “Delivery” above. “Pool Balance” means, for any date, the aggregate principal balanceof the Trust Student Loans as of the close of business on that date, includingaccrued interest that is expected to be capitalized. “Predecessor Note” means, with respect to any particular Note, everyprevious Note evidencing all or a portion of the same debt as that evidenced bysuch particular Note; and, for the purpose of this definition, any Noteauthenticated and delivered under Section 2.5 of the Indenture and in lieu of amutilated, lost, destroyed or stolen Note shall be deemed to evidence the samedebt as the mutilated, lost, destroyed or stolen Note. “Primary Servicing Fee” for any Monthly Servicing Payment Datehas the meaning specified in Attachment A to the Servicing Agreement, and shallinclude any such fees from prior Monthly Servicing Payment Dates that remainunpaid. “Principal Distribution Amount” means, (i) as to the initialDistribution Date, the amount by which the aggregate Outstanding Amount of allthe Notes exceeds the Adjusted Pool Balance as of the last day of the initialCollection Period, and (ii) as to each subsequent Distribution Date, the amountby which the Adjusted Pool Balance for the preceding Distribution Date exceedsthe Adjusted Pool Balance for such Distribution Date. “Proceeding” means any suit in equity, action at law or otherjudicial or administrative proceeding. “Purchase Agreement” means the Master Terms Purchase Agreement,dated as of June 28, 2006, among SLC, the Eligible Lender Trustee on behalf ofSLC, the Depositor and the Eligible Lender Trustee on behalf of the Depositor,and the purchase agreement or agreements entered into thereunder. “Purchase Amount” means, with respect to any Trust Student Loan, theamount required to prepay in full such Trust Student Loan under the termsthereof including all accrued interest thereon. “Purchased Student Loan” means a Trust Student Loan which is, as ofthe close of business on the last day of a Collection Period, purchased by theServicer pursuant to Section 3.5 Appendix A-22of the Servicing Agreement or repurchased by the Depositor pursuant to Section 6of the Sale Agreement, repurchased by SLC pursuant to Section 6 of the PurchaseAgreement or sold to another eligible lender holding one or more Serial Loanswith respect to such Trust Student Loan pursuant to Section 3.12E or Section3.12F of the Servicing Agreement. “Rating Agency” means Moody’s, S&P and Fitch. If any suchorganization or successor thereto is no longer in existence, “Rating Agency”with respect to such organization shall be a nationally recognized statisticalrating organization or other comparable Person designated by the Administrator,notice of which designation shall be given to the Indenture Trustee, theIndenture Administrator, the Owner Trustee and the Servicer. “Rating Agency Condition” means, with respect to any intendedaction, that each Rating Agency then rating a class of Notes shall have beengiven 10 days’ prior written notice thereof and that each such Rating Agencyshall have notified the Administrator, the Servicer, the Owner Trustee, theIndenture Trustee and the Indenture Administrator in writing that such proposedaction will not result in and of itself in the reduction or withdrawal of itsthen current rating of any class of Notes. “Realized Loss” means the excess of the principal balance, includingany interest that had been or had been expected to be capitalized, of anyLiquidated Student Loan over Liquidation Proceeds for that Liquidated StudentLoan to the extent allocable to principal, including any interest that had beenor had been expected to be capitalized. “Record Date” means, with respect to a Distribution Date orRedemption Date and for each class of Notes, the close of business on the daypreceding such Distribution Date or Redemption Date. “Recoveries” means moneys collected from whatever source withrespect to any Liquidated Student Loan which was written off in prior CollectionPeriods or during the current Collection Period, net of the sum of any amountsexpended by the Servicer for the account of any Obligor and any amounts requiredby law to be remitted to any Obligor. “Redemption Date” means, in the case of a payment to Noteholderspursuant to Section 10.1 of the Indenture, the Distribution Date specifiedpursuant to Section 10.1 of the Indenture. “Redemption Price” means an amount equal to the Outstanding Amountof the Notes, plus accrued and unpaid interest thereon at the applicable NoteRates to but excluding the Redemption Date. “Reference Banks” means four major banks in the London interbankmarket, as selected by the Administrator. “Registrar” means the Note Registrar. “Regulation AB” means Subpart 229.1100 – Asset Backed Securities(Regulation AB), 17 C.F.R. ss.ss. 229.1100-229.1123, as such may be amended fromtime to time, and subject to such clarification and interpretation as have beenprovided by the Commission in the Appendix A-23adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, oras may be provided by the Commission or its staff from time to time. “Reserve Account” means the account designated as such, establishedand maintained pursuant to Section 2.3(a) of the Administration Agreement. “Reserve Account Balance” means the amount on deposit in the ReserveAccount as of the end of the applicable Collection Period. “Reserve Account Initial Deposit” means $5,521,300. “Responsible Officer” means, with respect to the Indenture Trustee,the Indenture Administrator or the Paying Agent, any officer within theCorporate Trust Office of the Indenture Trustee, the Indenture Administrator orthe Paying Agent, as the case may be, including any Vice President, AssistantVice President, Assistant Treasurer, Assistant Secretary, or any other officerof the Indenture Trustee, the Indenture Administrator or the Paying Agent, asthe case may be, customarily performing functions similar to those performed byany of the above designated officers, and also, with respect to a particularmatter, any other officer to whom such matter is referred because of suchofficer’s knowledge of and familiarity with the particular subject, in each casehaving direct responsibility for the administration of the Indenture and theother Basic Documents on behalf of the Indenture Trustee, the IndentureAdministrator or the Paying Agent, as the case may be. “S&P” means Standard & Poor’s Ratings Services, a division of TheMcGraw-Hill Companies, Inc. “Sale Agreement” means the Master Terms Sale Agreement, dated as ofJune 28, 2006, among the Trust, the Eligible Lender Trustee on behalf of theTrust, the Depositor and the Eligible Lender Trustee on behalf of the Depositor,and the sale agreement or agreements entered into thereunder. “Sarbanes-Oxley Certification” means the certification required byRules 13a-14(d) and 15(d)-14(d) under the Exchange Act (pursuant to Section 302of the Sarbanes-Oxley Act of 2002). “Schedule of Trust Student Loans” means the listing of the TrustStudent Loans set forth in Schedule A to the Indenture and the Bill of Sale(which Schedule may be in the form of microfiche). “Securities Act” means the Securities Act of 1933, as amended. “Serial Loan” means an additional student loan other than aConsolidation Loan, which is made to a borrower who is also a borrower under atleast one Trust Student Loan. “Servicer” means SLC, in its capacity as servicer of the TrustStudent Loans. Appendix A-24 “Servicer Default” means an event specified in Section 5.1 of theServicing Agreement. “Servicer Distribution Date” has the meaning specified in theServicing Agreement. “Servicer’s Report” means any report of the Servicer deliveredpursuant to Section 3.1(a) of the Administration Agreement, substantially in theform acceptable to the Administrator. “Servicing Agreement” means the Servicing Agreement, dated as ofJune 28, 2006, among the Trust, the Servicer and the Administrator. “Servicing Fee” has the meaning specified in Attachment A to theServicing Agreement. “SLC” means The Student Loan Corporation. “SLS Loan” means a Trust Student Loan designated as such that ismade under the Supplemental Loans for Students Program in accordance with theHigher Education Act. “Special Allowance Payments” means payments, designated as such,consisting of effective interest subsidies by the Department in respect of theTrust Student Loans to the Eligible Lender Trustee or the Owner Trustee onbehalf of the Trust in accordance with the Higher Education Act. “Specified Reserve Account Balance” means, for any DistributionDate, the greater of: (a) 0.25% of the Pool Balance as of the close of business on thelast day of the related Collection Period and (b) $3,312,780;provided that in no event will that balance exceed the Outstanding Amount of theNotes. “Stafford Loan” means a Trust Student Loan designated as such thatis made under the Stafford Loan Program in accordance with the Higher EducationAct. “State” means any one of the 50 States of the United States ofAmerica or the District of Columbia. “Stepdown Date” means the earlier of (i) the Distribution Date inSeptember 2012 and (ii) the first date on which no Class A Notes remainOutstanding. “Student Loans” means education loans to students and parents ofstudents under the Federal Family Education Loan Program. Appendix A-25 “Subcontractor” means any vendor, subcontractor or other Person thatis not responsible for the overall servicing (as “servicing” is commonlyunderstood by participants in the student loan-backed securities market) ofTrust Student Loans but performs one or more of the discrete functionsidentified in Item 1122(d) of Regulation AB with respect to the Trust StudentLoans under the discretion or authority of the Administrator, Servicer orIndenture Trustee (as applicable). “Subservicer” means any Person that services the Trust Student Loanson behalf of the Administrator, Servicer or Indenture Trustee (as applicable)and is responsible for the performance (whether directly or through otherSubservicers or Subcontractors) of a substantial portion of the materialservicing functions required to be performed by the Administrator, Servicer orIndenture Trustee (as applicable) that are identified in Item 1122(d) ofRegulation AB. “Successor Administrator” has the meaning specified in Section3.7(e) of the Indenture. “Successor Servicer” has the meaning specified in Section 3.7(e) ofthe Indenture. “Third-Party Financial Advisor” has the meaning specified in Section4.4 of the Indenture. “Three-Month LIBOR” or “Two-Month LIBOR” means, with respect to anyAccrual Period, the London interbank offered rate for deposits in U.S. Dollarshaving the Index Maturity as such rate appears on Telerate Page 3750, BloombergPage BBAM, or another page of these or any other financial reporting service ingeneral use in the financial services industry, as of 11:00 a.m. London time, onthe related LIBOR Determination Date. If no rate is so reported on the relatedLIBOR Determination Date, the rate for that day will be determined on the basisof the rates at which deposits in U.S. Dollars, having the Index Maturity and ina principal amount of not less than U.S. $1,000,000, are offered atapproximately 11:00 a.m., London time, on that LIBOR Determination Date, toprime banks in the London interbank market by the Reference Banks. TheAdministrator will request the principal London office of each Reference Bank toprovide a quotation of its rate. If the Reference Banks provide at least twoquotations, 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 daywill 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 time, onthat LIBOR Determination Date, for loans in U.S. Dollars to leading Europeanbanks 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 providingquotations, Three-Month LIBOR or Two-Month LIBOR, as applicable, in effect forthe applicable Accrual Period will be Three-Month LIBOR or Two-Month LIBOR, asthe case may be, in effect for the previous Accrual Period. “Transfer Date” has the meaning specified in Section 5.2(a) of theAdministration Agreement. Appendix A-26 “Treasury Regulations” means regulations, including proposed ortemporary regulations, promulgated under the Code. References in any document orinstrument to specific provisions of proposed or temporary regulations shallinclude analogous provisions of final Treasury Regulations or other successorTreasury Regulations. “Trigger Event” means, on any Distribution Date, (i) while any ofthe Class A Notes are Outstanding, that the aggregate Outstanding Amount of allthe Notes, after giving effect to distributions to be made on such DistributionDate, exceeds the Pool Balance plus the Reserve Account Balance as of the end ofthe related Collection Period or (ii) if there has not been an optional purchaseor sale of the Trust Student Loans through an auction after the Pool Balancefalls below 10% of the initial Pool Balance. “Trust” means SLC Student Loan Trust 2006-1, a Delaware statutorytrust established pursuant to the Trust Agreement. “Trust Account Property” means the Trust Accounts, all cash andinvestments held from time to time in any Trust Account (whether in the form ofdeposit accounts, Physical Property, book-entry securities, uncertificatedsecurities or otherwise), including the Reserve Account Initial Deposit, theCapitalized Interest Account Initial Deposit, the Collection Account InitialDeposit and all earnings on and proceeds of the foregoing. “Trust Accounts” has the meaning specified in Section 2.3(b) of theAdministration Agreement. “Trust Agreement” means the Short-Form Trust Agreement, dated as ofJune 15, 2006 between the Depositor and the Owner Trustee, as amended andrestated pursuant to an Amended and Restated Trust Agreement, dated as of June28, 2006, among the Depositor and the Owner Trustee. “Trust Auction Date” has the meaning specified in Section 4.4 of theIndenture. “Trust Certificate” means a certificate evidencing the OwnershipPercentage of an Owner in substantially the form as Exhibit A to the TrustAgreement. “Trust Estate” means all right, title and interest of the Trust (orthe Eligible Lender Trustee on behalf of the Trust) in and to the property andrights sold, transferred and assigned to the Trust pursuant to the SaleAgreement, all funds on deposit from time to time in the Trust Accounts and allother property of the Trust from time to time, including any rights of theEligible Lender Trustee and the Trust pursuant to the Trust Agreement, theAdministration Agreement and the Servicing Agreement. “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939as in force on the date hereof, unless otherwise specifically provided. “Trust Student Loan” means any student loan that is listed on theSchedule of Trust Student Loans on the Closing Date plus any student loan thatis permissibly substituted for a Trust Student Loan by the Depositor pursuant toSection 6 of the Sale Agreement or by the Servicer pursuant to Section 3.5 ofthe Servicing Agreement, but shall not include any Purchased Appendix A-27Student Loan following receipt by or on behalf of the Trust of the PurchaseAmount with respect thereto or any Liquidated Student Loan following receipt byor on behalf of the Trust of Liquidation Proceeds with respect thereto orfollowing such Liquidated Student Loan having otherwise been written off by theServicer. “Trust Student Loan Files” means the documents specified in Section2.1 of the Servicing Agreement. “Trustee Fees” means, collectively, the Indenture Trustee/IndentureAdministrator/Eligible Lender Trustee Fee and the Eligible Lender Trustee Fee. “UCC” means, unless the context otherwise requires, the UniformCommercial Code, as in effect in the relevant jurisdiction, as amended from timeto time. Appendix A-28 SCHEDULE A Schedule of Trust Student Loans [See Schedule A to the Bill of Sale (Attachment C to the Sale Agreement)] Schedule A-1 SCHEDULE B Location of Trust Student Loan Files [See Attachment B to the Servicing Agreement] Schedule B-1 EXHIBIT A FORM OF NOTE SEE REVERSE FOR CERTAIN DEFINITIONS Unless this Note is presented by an authorized representative of TheDepository Trust Company, a New York corporation (“DTC”), to the Issuer (asdefined below) or its agent for registration of transfer, exchange or payment,and any Note issued is registered in the name of Cede & Co. or in such othername as is requested by an authorized representative of DTC (and any payment ismade to Cede & Co. or to such other entity as is requested by an authorizedrepresentative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OROTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered ownerhereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTHHEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIMEMAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOTGUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.NUMBER PRINCIPAL AMOUNT: $[_________][_________] CUSIP NO.: [_________] ISIN No.: [_________] [EUROPEAN COMMON CODE: [_________]] Exhibit A-1 SLC STUDENT LOAN TRUST 2006-1 FLOATING RATE CLASS [__] STUDENT LOAN ASSET-BACKED NOTES SLC Student Loan Trust 2006-1, a statutory trust organized andexisting under the laws of the State of Delaware (herein referred to as the”Issuer”), for value received, hereby promises to pay to CEDE & CO., orregistered assigns, the principal sum of [_____________] ($[____________])payable on each Distribution Date pursuant to Section 3.1 of the Indenture,dated as of June 28, 2006 (the “Indenture”), among the Issuer, Citibank, N.A., anational banking association, as Eligible Lender Trustee on behalf of theIssuer, U.S. Bank National Association, a national banking association, asIndenture Trustee (the “Indenture Trustee”), and Citibank, N.A., a nationalbanking association, as Indenture Administrator (the “Indenture Administrator”)(capitalized terms used but not defined herein being defined in Appendix A tothe Indenture, which also contains rules as to usage that shall be applicableherein); provided, however, that the entire unpaid principal amount of this Noteshall be due and payable on the [______, 20__] Distribution Date (the “Class[__] Maturity Date”). The Issuer shall pay interest on this Note at the rate per annumequal to the Class [__] Rate (as defined on the reverse hereof), on eachDistribution Date until the principal of this Note is paid or made available forpayment, on the principal amount of this Note outstanding on the precedingDistribution Date (after giving effect to all payments of principal made on thepreceding Distribution Date), subject to certain limitations contained inSection 3.1 of the Indenture. Interest on this Note shall accrue from andincluding the immediately preceding Distribution Date (or, in the case of thefirst Accrual Period, the Closing Date) to but excluding the followingDistribution Date (each an “Accrual Period”). Interest shall be calculated onthe basis of the actual number of days elapsed in each Accrual Period divided by360. Such principal of and interest on this Note shall be paid in the mannerspecified on the reverse hereof. The principal of and interest on this Note are payable in such coinor currency of the United States of America as at the time of payment is legaltender for payment of public and private debts. All payments made by the Issuerwith respect to this Note shall be applied first to interest due and payable onthis Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forthon the reverse hereof, which shall have the same effect as though fully setforth on the face of this Note. Unless the certificate of authentication hereon has been executed bythe Indenture Trustee whose name appears below by manual signature, this Noteshall not be entitled to any benefit under the Indenture referred to on thereverse hereof, or be valid or obligatory for any purpose. Exhibit A-2 IN WITNESS WHEREOF, the Issuer has caused this instrument to be dulyexecuted, manually or in facsimile, as of the date set forth below. SLC STUDENT LOAN TRUST 2006-1 By: WILMINGTON TRUST COMPANY not in its individual capacity but solely as Owner Trustee under the Trust Agreement By:____________________________________ Authorized Signatory INDENTURE ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in thewithin-mentioned Indenture. CITIBANK, N.A., not in its individual capacity but solely as Indenture Administrator By:____________________________________ Authorized Signatory Dated: June 28, 2006 Exhibit A-3 [REVERSE OF NOTE] This Note is one of a duly authorized issue of Notes of the Issuer,designated as its Floating Rate Class [__] Student Loan Asset-Backed Notes (the”Class [__] Notes”), which, together with the other Class A Notes and Class BNotes issued by the Issuer (collectively, the “Notes”), are issued under andsecured by the Indenture, to which Indenture and all indentures supplementalthereto reference is hereby made for a statement of the respective rights andobligations thereunder of the Issuer, the Indenture Trustee, the IndentureAdministrator and the Noteholders. The Notes are subject to all terms of theIndenture. The Class [A][B] Notes are [senior][subordinate] to the Class [A][B]Notes, as and to the extent provided in the Indenture. Principal of the Class [__] Notes shall be payable on eachDistribution Date in an amount described on the face hereof. “Distribution Date”means the 15th day of each March, June, September and December, or, if any suchdate is not a Business Day, the next succeeding Business Day, commencingSeptember 15, 2006. As described on the face hereof, the entire unpaid principal amountof this Note shall be due and payable on the Class [__] Maturity Date.Notwithstanding the foregoing, the entire unpaid principal amount of the Notesshall be due and payable on the date on which (i) an Event of Default shall haveoccurred and be continuing and (ii) the Indenture Trustee or the Noteholdersrepresenting not less than a majority of the Outstanding Amount of the Notesshall have declared the Notes to be immediately due and payable in the mannerprovided in Section 5.2 of the Indenture. All principal payments on the Class[__] Notes shall be made pro rata to the Noteholders entitled thereto. Interest on the Class [__] Notes shall be payable on eachDistribution Date on the principal amount outstanding of the Class [__] Notesuntil the principal amount thereof is paid in full, at a rate per annum equal tothe Class [__] Rate. The “Class [__] Rate” for each Accrual Period, other thanthe initial Accrual Period, shall be equal to Three-Month LIBOR as determined onthe second Business Day before the beginning of that Accrual Period plus [__]%. The interest rate for the initial Accrual Period shall be as setforth in the definition of Class [__] Rate contained in Appendix A to theIndenture. If Definitive Notes have been issued as of the applicable RecordDate, then payments of interest on this Note on each Distribution Date, togetherwith the installment of principal, if any, to the extent not in full payment ofthis Note, shall be made by check mailed to the Person whose name appears as theRegistered Holder of this Note (or one or more Predecessor Notes) on the NoteRegister on the Record Date. Such checks shall be mailed to the Person entitledthereto at the address of such Person as it appears on the Note Register as ofthe applicable Record Date without requiring that this Note be submitted fornotation of payment, and the mailing of such check shall constitute payment ofthe amount thereof regardless of whether such check is returned undelivered.With respect to Notes registered on the applicable Record Date in the name ofthe nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),unless Definitive Notes have been issued, payments shall be made by wiretransfer Exhibit A-4in immediately available funds to the account designated by such nominee. Anyreduction in the principal amount of this Note (or any one or more PredecessorNotes) effected by any payments made on any Distribution Date shall be bindingupon all future Noteholders of this Note and of any Note issued upon theregistration of transfer hereof or in exchange hereof or in lieu hereof, whetheror not noted hereon. If funds are expected to be available, as provided in theIndenture, for payment in full of the then remaining unpaid principal amount ofthis Note on a Distribution Date, then the Indenture Administrator, in the nameof and on behalf of the Issuer, shall notify the Person who was the Noteholderhereof as of the preceding Record Date by notice mailed no later than five daysprior to such Distribution Date and the amount then due and payable shall bepayable only upon presentation and surrender of this Note at the IndentureAdministrator’s Corporate Trust Office or at the office of the IndentureAdministrator’s agent appointed for such purposes located in the Borough ofManhattan, The City of New York. The Issuer shall pay interest on overdue installments of interest onthis Note at the Class [__] Rate to the extent lawful. As provided in the Indenture and subject to certain limitations setforth therein, the transfer of this Note may be registered on the Note Registerupon surrender of this Note for registration of transfer at the office or agencydesignated by the Issuer pursuant to the Indenture, duly endorsed by, oraccompanied by a written instrument of transfer in form satisfactory to theIndenture Administrator duly executed by, the Noteholder hereof or his attorneyduly authorized in writing, with such signature guaranteed by an “eligibleguarantor institution” meeting the requirements of the Note Registrar, whichrequirements include membership or participation in Securities Transfer Agent’sMedallion Program (“STAMP”) or such other “signature guarantee program” as maybe determined by the Note Registrar in addition to, or in substitution for,STAMP (all in accordance with the Exchange Act), and such other documents as theIndenture Administrator may require, and thereupon one or more new Notes ofauthorized denominations and in the same aggregate principal amount shall beissued to the designated transferee or transferees. No service charge will becharged for any registration of transfer or exchange of this Note, but thetransferor may be required to pay a sum sufficient to cover any tax or othergovernmental charge that may be imposed in connection with any such registrationof transfer or exchange. Each Noteholder or Note Owner, by acceptance of this Note or, in thecase of a Note Owner, a beneficial interest in this Note, covenants and agreesthat no recourse may be taken, directly or indirectly, with respect to theobligations of the Issuer, the Indenture Trustee or the Indenture Administratoron the Notes or under the Indenture or any certificate or other writingdelivered in connection therewith, against (i) the Indenture Trustee, theIndenture Administrator, the Eligible Lender Trustee or the Owner Trustee in itsindividual capacity, (ii) any owner of a beneficial interest in the Issuer or(iii) any partner, owner, beneficiary, agent, officer, director or employee ofthe Indenture Trustee, the Indenture Administrator, the Eligible Lender Trusteeor the Owner Trustee in its individual capacity, any holder or owner of abeneficial interest in the Issuer, the Owner Trustee, the IndentureAdministrator, the Eligible Lender Trustee or the Indenture Trustee or of anysuccessor or assign thereof in its individual capacity, except as any suchPerson may have expressly agreed (it being understood that the IndentureTrustee, the Indenture Administrator, the Eligible Lender Trustee and the OwnerTrustee have no such obligations in their individual capacity) and except thatany such partner, Exhibit A-5owner or beneficiary shall be fully liable, to the extent provided by applicablelaw, for any unpaid consideration for stock, unpaid capital contribution orfailure to pay any installment or call owing to such entity. Upon acquisition or transfer this Note or a beneficial interest inthis Note, as the case may be, by, for or with the assets of, a Benefit Plan,such Note Owner shall be deemed to have represented that such acquisition orpurchase will not constitute or otherwise result in: (i) in the case of aBenefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, aprohibited transaction in violation of Section 406 of ERISA or Section 4975 ofthe 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 representationshall be null and void and of no effect. Each Noteholder or Note Owner, by acceptance of this Note or, in thecase of a Note Owner, a beneficial interest in this Note, covenants and agreesthat by accepting the benefits of the Indenture such Noteholder or Note Ownerwill not at any time institute against the Depositor or the Issuer, or join inany institution against the Depositor or the Issuer of, any bankruptcy,reorganization, arrangement, insolvency, receivership or liquidation proceedingsor other proceedings under any U.S. federal or state bankruptcy or similar lawin connection with any obligations relating to the Notes, the Indenture or theother Basic Documents. Prior to the due presentment for registration of transfer of thisNote, the Issuer, the Indenture Trustee, the Indenture Administrator and anyagent of the Issuer, the Indenture Trustee or the Indenture Administrator maytreat the Person in whose name this Note (as of the day of determination or asof such other date as may be specified in the Indenture) is registered as theowner hereof for all purposes whether or not this Note be overdue, and neitherthe Issuer, the Indenture Trustee, the Indenture Administrator nor any suchagent shall be affected by notice to the contrary. Each Noteholder or Note Owner, by acceptance of this Note or, in thecase of a Note Owner, a beneficial interest in this Note, covenants and agreesto treat this Note as indebtedness for U.S. federal, state and local income andfranchise tax purposes and agrees not to take any action inconsistent with suchtreatment, unless required by law. The Indenture permits, with certain exceptions as therein provided,the amendment thereof and the modification of the rights and obligations of theIssuer and the rights of the Noteholders under the Indenture at any time by theIssuer with the consent of the Noteholders representing a majority of theOutstanding Amount of all Notes at the time outstanding. The Indenture alsocontains provisions permitting the Noteholders representing specifiedpercentages of the Outstanding Amount of the Notes, on behalf of all theNoteholders, to waive compliance by the Issuer with certain provisions of theIndenture and certain past defaults under the Indenture and their consequences.Any such consent or waiver by the holder of this Note (or any one or morePredecessor Notes) shall be conclusive and binding upon such holder and upon allfuture holders of this Note and of any Note issued upon registration of transferhereof or in exchange hereof or in lieu hereof whether or not notation of suchconsent or waiver is made upon this Note. The Indenture also permits theIndenture Trustee to amend or Exhibit A-6waive certain terms and conditions set forth in the Indenture without theconsent of holders of the Notes issued thereunder. The term “Issuer” as used in this Note includes any successor to theIssuer under the Indenture. The Issuer is permitted by the Indenture, under certaincircumstances, to merge or consolidate, subject to the rights of the IndentureTrustee and the Noteholders under the Indenture. The Notes are issuable only in registered form in denominations asprovided in the Indenture, subject to certain limitations therein set forth. This Note shall be construed in accordance with the laws of theState of New York, without reference to its conflict of law provisions, and theobligations, rights and remedies of the parties hereunder and thereunder shallbe determined in accordance with such laws. No reference herein to the Indenture and no provision of this Noteor of the Indenture shall alter or impair the obligation of the Issuer, which isabsolute and unconditional, to pay the principal of and interest on this Note atthe times, place, and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expresslyprovided in the Basic Documents, neither the Indenture Administrator in itsindividual capacity, the Owner Trustee in its individual capacity, any owner ofa beneficial interest in the Issuer, nor any of their respective partners,beneficiaries, agents, officers, directors, employees or successors or assignsshall be personally liable for, nor shall recourse be had to any of them for,the payment of principal of or interest on, or performance of, or omission toperform, any of the covenants, obligations or indemnifications contained in thisNote or the Indenture. The Noteholder of this Note by the acceptance hereofagrees that, except as expressly provided in the Basic Documents, in the case ofan Event of Default under the Indenture, the Noteholder shall have no claimagainst any of the foregoing for any deficiency, loss or claim therefrom;provided, however, that nothing contained herein shall be taken to preventrecourse to, and enforcement against, the assets of the Issuer for any and allliabilities, obligations and undertakings contained in the Indenture or in thisNote. Exhibit A-7 ASSIGNMENTSocial Security or taxpayer I.D. or other identifying number of assignee________________________________________________________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns andtransfers unto________________________________________________________________________________ (name and address of assignee)the within Note and all rights thereunder, and hereby irrevocably constitutesand appoints________________________________________________________________________________attorney, to transfer said Note on the books kept for registration thereof, withfull power of substitution in the premises.Dated: ________________________ _________________________________*/ Signature Guaranteed: _________________________________*/___________________*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in 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 Securities Exchange Act of 1934, as amended. Exhibit A-8 EXHIBIT B Form of Note Depository Agreement for U.S. Dollar Denominated Notes [See Tab [___]] Exhibit B-1 EXHIBIT C Servicing Criteria To Be Addressed In Assessment of Compliance ————————————————————– The assessment of compliance to be delivered by Citibank, N.A., asIndenture Administrator, shall address, at a minimum, the criteria identifiedbelow as the “Applicable Servicing Criteria”:- ——————————————————————————– Reference Criteria Applicability- ——————————————————————————– General Servicing Considerations- ——————————————————————————–1122(d)(1)(i) Policies and procedures are instituted to monitor N/A any performance or other triggers and events of default in accordance with the Basic Documents.1122(d)(1)(ii) If any material servicing activities are N/A outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.1122(d)(1)(iii) Any requirements in the Basic Documents to N/A maintain a back-up servicer for the trust student loans are maintained.1122(d)(1)(iv) A fidelity bond and errors and omissions policy N/A is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.- ——————————————————————————– Cash Collection and Administration- ——————————————————————————–1122(d)(2)(i) Payments on trust student loans are deposited N/A into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.1122(d)(2)(ii) Disbursements made via wire transfer on behalf of X an X obligor or to an investor are made only by authorized personnel.1122(d)(2)(iii) Advances of funds or guarantees regarding N/A collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents. Exhibit C-11122(d)(2)(iv) The related accounts for the transaction, such as N/A cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.1122(d)(2)(v) Each custodial account is maintained at a N/A federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent N/A unauthorized access.1122(d)(2)(vii) Reconciliations are prepared on a monthly basis N/A for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.- ——————————————————————————– Investor Remittances and Reporting- ——————————————————————————–1122(d)(3)(i) Reports to investors, including those to be filed N/A with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.1122(d)(3)(ii) Amounts due to investors are allocated and N/A remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents. Exhibit C-21122(d)(3)(iii) Disbursements made to an investor are posted N/A within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.1122(d)(3)(iv) Amounts remitted to investors per the investor N/A reports agree with cancelled checks, or other form of payment, or custodial bank statements.- ——————————————————————————– Pool Asset Administration- ——————————————————————————–1122(d)(4)(i) Collateral or security on student loans is N/A maintained as required by the Basic Documents or related student loan documents.1122(d)(4)(ii) Student loan and related documents are N/A safeguarded as required by the Basic Documents1122(d)(4)(iii) Any additions, removals or substitutions to the N/A asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.1122(d)(4)(iv) Payments on student loans, including any payoffs, N/A made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.1122(d)(4)(v) The Servicer’s records regarding the student N/A loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.1122(d)(4)(vi) Changes with respect to the terms or status of an N/A obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., N/A forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents. Exhibit C-31122(d)(4)(viii) Records documenting collection efforts are N/A maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).1122(d)(4)(ix) Adjustments to interest rates or rates of return N/A for student loans with variable rates are computed based on the related student loan documents.1122(d)(4)(x) Regarding any funds held in trust for an obligor N/A (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.1122(d)(4)(xi) Payments made on behalf of an obligor (such as N/A tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.1122(d)(4)(xii) Any late payment penalties in connection with any N/A payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.1122(d)(4)(xiii) Disbursements made on behalf of an obligor are N/A posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible N/A accounts are recognized and recorded in accordance with the Basic Documents. Exhibit C-41122(d)(4)(xv) Any external enhancement or other support, N/A identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents. CITIBANK, N.A. not in its individual capacity but solely as Indenture Administrator Date: _________________________________ By:____________________________________ Name: Title: Exhibit C-5