Trust Agreement (2006)Full Document 

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THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2006-4
     
TRUST AGREEMENT
     
Among
     
WILMINGTON TRUST COMPANY
as OWNER TRUSTEE
     
and
     
THE NATIONAL COLLEGIATE FUNDING LLC
and THE EDUCATION RESOURCES INSTITUTE, INC.
as OWNERS
 
Dated as of
December 7, 2006
             


 




TABLE OF CONTENTS
 
 
ARTICLE I
DEFINITIONS
 
Section 1.01
Capitalized Terms
 
ARTICLE II
ORGANIZATION
 
Section 2.01
Name
Section 2.02
Office
Section 2.03
Purposes and Powers.
Section 2.04
Appointment of the Owner Trustee
Section 2.05
Declaration of Trust
Section 2.06
No Liability of Owners for Expenses or Obligations of Trust
Section 2.07
Situs of Trust
 
ARTICLE III
TRUST CERTIFICATES AND TRANSFER OF INTEREST
 
Section 3.01
Issuance of Trust Certificate.
Section 3.02
Registration and Transfer of Certificates.
Section 3.03
Lost, Stolen, Mutilated or Destroyed Certificates
Section 3.04
Limitation on Transfer of Ownership Rights.
Section 3.05
Assignment of Right to Distributions
 
ARTICLE IV
CONCERNING THE OWNERS
 
Section 4.01
Action by Owners with Respect to Certain Matters.
Section 4.02
Action Upon Instructions.
Section 4.03
Super-majority Control
Section 4.04
Representations and Warranties of the Depositor
Section 4.05
Power of Attorney.
 
ARTICLE V
INVESTMENT AND APPLICATION OF TRUST FUNDS
 
Section 5.01
Investment of Trust Funds
Section 5.02
Application of Funds
 
ARTICLE VI
CAPITAL
 
Section 6.01
Tax Characterization
Section 6.02
Initial Capital Contributions of Owners
Section 6.03
Capital Accounts
Section 6.04
Interest
Section 6.05
No Additional Capital Contributions
Section 6.06
Investment of Capital Contributions
Section 6.07
Repayment and Return of Capital Contributions
 
ARTICLE VII
ALLOCATION OF PROFIT AND LOSS; DISTRIBUTIONS
 
Section 7.01
Profit
Section 7.02
Loss
Section 7.03
Special Allocations.
Section 7.04
Curative Allocations
Section 7.05
Other Allocation Rules.
Section 7.06
Distribution of Net Cash Flow
Section 7.07
Distribution Date Statement
Section 7.08
Allocation of Tax Liability
Section 7.09
Method of Payment
Section 7.10
No Segregation of Funds; No Interest
Section 7.11
Interpretation and Application of Provisions by the Administrator
 
ARTICLE VIII
AUTHORITY AND DUTIES OF THE OWNER TRUSTEE
 
Section 8.01
General Authority
Section 8.02
Specific Authority
Section 8.03
General Duties
Section 8.04
Accounting and Reports to the Owners, the Internal Revenue Service and Others
Section 8.05
Signature of Returns
Section 8.06
Right to Receive and Rely Upon Instructions
Section 8.07
No Duties Except as Specified in this Agreement or in Instructions
Section 8.08
No Action Except Under Specified Documents or Instructions
Section 8.09
Restriction
 
ARTICLE IX
CONCERNING THE OWNER TRUSTEE
 
Section 9.01
Acceptance of Trusts and Duties
Section 9.02
Furnishing of Documents
Section 9.03
Reliance; Advice of Counsel.
Section 9.04
Not Acting in Individual Capacity
Section 9.05
Representations and Warranties of Owner Trustee
 
ARTICLE X
COMPENSATION OF OWNER TRUSTEE
 
Section 10.01
Owner Trustee’s Fees and Expenses
Section 10.02
Indemnification
Section 10.03
Lien on Trust Property
Section 10.04
Payments to the Owner Trustee
 
ARTICLE XI
TERMINATION OF TRUST
 
Section 11.01
Termination of Trust.
Section 11.02
Distribution of Assets
Section 11.03
No Termination by Depositor or Owners
 
ARTICLE XII
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
 
Section 12.01
Resignation of Owner Trustee; Appointment of Successor.
Section 12.02
Appointment of Additional Owner Trustees
 
ARTICLE XIII
TAX MATTERS PARTNER
 
Section 13.01
Tax Matters Partner
Section 13.02
Notice of Tax Audit
Section 13.03
Authority to Extend Period for Assessing Tax
Section 13.04
Choice of Forum for Filing Petition for Readjustment
Section 13.05
Authority to Bind Owners by Settlement Agreement
Section 13.06
Notices Sent to the Internal Revenue Service
Section 13.07
Indemnification of Tax Matters Partner
Section 13.08
Approval of Tax Matters Partner’s Decisions
Section 13.09
Participation by Owners in Internal Revenue Service Administrative Proceedings
 
ARTICLE XIV
MISCELLANEOUS
 
Section 14.01
Supplements and Amendments.
Section 14.02
No Legal Title to Trust Property in Owner
Section 14.03
Pledge of Collateral by Owner Trustee is Binding
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