Exhibit 4.1


 




 


 





AMENDED AND RESTATED TRUST AGREEMENT


 


 


among


 


 


SLM FUNDING LLC,


as Depositor


 


 


CHASE BANK USA, NATIONAL ASSOCIATION,


not in its individual capacity but solely


as Eligible Lender Trustee


 


 


and


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


not in its individual capacity but solely

as Indenture Trustee


 


 


Dated as of August 11, 2005


 




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  SECTION 1.1 Definitions and Usage

  	
   

  
	
   

  	
   

  
	
  ARTICLE II
  ORGANIZATION

  	
   

  
	
   

  	
   

  
	
  SECTION 2.1 Creation of Trust; Name

  	
   

  
	
  SECTION 2.2 Office

  	
   

  
	
  SECTION 2.3 Purposes and Powers

  	
   

  
	
  SECTION 2.4 Appointment of Eligible Lender Trustee

  	
   

  
	
  SECTION 2.5 Initial Capital Contribution of Trust Estate

  	
   

  
	
  SECTION 2.6 Declaration of Trust

  	
   

  
	
  SECTION 2.7 Liability of the Excess Distribution Certificateholder

  	
   

  
	
  SECTION 2.8 Title to Trust Property

  	
   

  
	
  SECTION 2.9 Representations, Warranties and Covenants of the
  Depositor

  	
   

  
	
  SECTION 2.10 Intentionally Omitted

  	
   

  
	
  SECTION 2.11 Authorization of Depositor

  	
   

  
	
   

  	
   

  
	
  ARTICLE III
  BENEFICIAL OWNERSHIP AND EXCESS DISTRIBUTION CERTIFICATE

  	
   

  
	
   

  	
   

  
	
  SECTION 3.1 Initial Beneficial Ownership

  	
   

  
	
  SECTION 3.2 Corporate Trust Office

  	
   

  
	
  SECTION 3.3 The Excess Distribution Certificate

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV
  ACTIONS BY ELIGIBLE LENDER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 4.1 Prior Notice to the Excess Distribution Certificateholder
  With Respect to Certain Matters

  	
   

  
	
  SECTION 4.2 Action with Respect to Sale of the Trust Student Loans

  	
   

  
	
  SECTION 4.3 Action with Respect to Bankruptcy

  	
   

  
	
  SECTION 4.4 Restrictions

  	
   

  
	
   

  	
   

  
	
  ARTICLE V
  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

  	
   

  
	
   

  	
   

  
	
  SECTION 5.1 Application of Trust Funds

  	
   

  
	
  SECTION 5.2 Method of Payment

  	
   

  
	
  SECTION 5.3 No Segregation of Moneys; No Interest

  	
   

  
	
  SECTION 5.4 Reports to the Excess Distribution Certificateholder, the
  Internal Revenue Service and Others

  	
   

  



 


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  ARTICLE VI
  AUTHORITY AND DUTIES OF ELIGIBLE LENDER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 6.1 General Authority

  	
   

  
	
  SECTION 6.2 General Duties

  	
   

  
	
  SECTION 6.3 Action upon Instruction

  	
   

  
	
  SECTION 6.4 No Duties Except as Specified in this Agreement or in
  Instructions

  	
   

  
	
  SECTION 6.5 No Action Except Under Specified Documents or
  Instructions

  	
   

  
	
  SECTION 6.6 Restrictions

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII
  CONCERNING THE ELIGIBLE LENDER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 7.1 Acceptance of Trusts and Duties

  	
   

  
	
  SECTION 7.2 Intentionally Omitted

  	
   

  
	
  SECTION 7.3 Representations and Warranties

  	
   

  
	
  SECTION 7.4 Reliance; Advice of Counsel

  	
   

  
	
  SECTION 7.5 Not Acting in Individual Capacity

  	
   

  
	
  SECTION 7.6 Eligible Lender Trustee Not Liable for Excess
  Distribution Certificate or Trust Student Loans

  	
   

  
	
  SECTION 7.7 Eligible Lender Trustee May Own Notes

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VIII COMPENSATION AND INDEMNITY OF ELIGIBLE LENDER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 8.1 Eligible Lender Trustee’s Fees and Expenses

  	
   

  
	
  SECTION 8.2 Payments to the Eligible Lender Trustee

  	
   

  
	
  SECTION 8.3 Indemnity

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX
  TERMINATION OF TRUST AGREEMENT

  	
   

  
	
   

  	
   

  
	
  SECTION 9.1 Termination of Trust Agreement

  	
   

  
	
   

  	
   

  
	
  ARTICLE X
  SUCCESSOR ELIGIBLE LENDER TRUSTEES AND ADDITIONAL ELIGIBLE LENDER TRUSTEES

  	
   

  
	
   

  	
   

  
	
  SECTION 10.1 Eligibility Requirements for
  Eligible Lender Trustee

  	
   

  
	
  SECTION 10.2 Resignation or Removal of
  Eligible Lender Trustee

  	
   

  
	
  SECTION 10.3 Successor Eligible Lender
  Trustee

  	
   

  
	
  SECTION 10.4 Merger or Consolidation of
  Eligible Lender Trustee

  	
   

  
	
  SECTION 10.5 Appointment of Co-Eligible
  Lender Trustee or Separate Eligible Lender Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE XI
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  SECTION 11.1 Supplements and Amendments

  	
   

  
	
  SECTION 11.2 No Legal Title to Trust Estate
  in Excess Distribution Certificateholder

  	
   

  



 


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  SECTION 11.3 Limitations on Rights of
  Others

  	
   

  
	
  SECTION 11.4 Notices

  	
   

  
	
  SECTION 11.5 Severability

  	
   

  
	
  SECTION 11.6 Separate Counterparts

  	
   

  
	
  SECTION 11.7 Successors and Assigns

  	
   

  
	
  SECTION 11.8 No Petition

  	
   

  
	
  SECTION 11.9 No Recourse

  	
   

  
	
  SECTION 11.10 Headings

  	
   

  
	
  SECTION 11.11 Governing Law

  	
   

  



 


	
  Exhibit A

  	
   

  	
  Form of Excess Distribution Certificate

  
	
  Exhibit B

  	
   

  	
  Form of Certificate of Trust

  
	
  Exhibit C

  	
   

  	
  Form of Transferor Letter

  
	
  Exhibit D-1

  	
   

  	
  Form of Transferee Letter (Non-Rule 144A)

  
	
  Exhibit D-2

  	
   

  	
  Form of Transferee Letter (Rule 144A)

  
	
   

  	
   

  	
   

  
	
  Appendix A

  	
   

  	
  Definitions
  and Usage

  



 


iii





















 


AMENDED AND RESTATED TRUST
AGREEMENT dated as of August 11, 2005, among SLM FUNDING LLC, a Delaware
limited liability company, as the Depositor, CHASE BANK USA, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity but
solely as the Eligible Lender Trustee, and formerly known as Chase Manhattan
Bank USA, National Association, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New
York banking corporation, not in its individual capacity but solely as the
Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent
hereunder.


 


WITNESSETH:


 


The Depositor and the
Eligible Lender Trustee are parties to the trust agreement dated as of July 29,
2005 (the “Short-Form Trust Agreement”) pursuant to which a trust known as “SLM
Student Loan Trust 2005-7” was established;


 


The Depositor, the Indenture
Trustee and the Eligible Lender Trustee desire to amend and restate the
Short-Form Trust Agreement upon the terms and conditions set forth herein as
follows:


 


ARTICLE I


 


SECTION 1.1                     Definitions and Usage.  Except as otherwise specified herein or as the
context may otherwise require, capitalized terms used but not otherwise defined
herein are defined in Appendix A hereto, which also contains rules as to usage
that shall be applicable herein.


 


ARTICLE II


Organization


 


SECTION 2.1                     Creation of Trust; Name. 
There is hereby created a Trust which shall be known as “SLM Student
Loan Trust 2005-7”, in which name the Eligible Lender Trustee may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued. 
The Trust shall constitute a statutory trust within the meaning of
Section 3801(a) of the Delaware Statutory Trust Act for which the Eligible
Lender Trustee has filed or caused to be filed a certificate of trust with the
Secretary of State of the State of Delaware pursuant to Section 3810(a) of the
Delaware Statutory Trust Act.


 


SECTION 2.2                     Office. 
The office of the Trust shall be in care of the Eligible Lender Trustee
at its Corporate Trust Office or at such other address as the Eligible Lender
Trustee may designate by written notice to the Depositor.


 


SECTION 2.3                     Purposes and Powers. 
The purpose of the Trust is to engage in the following activities:


 


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


 





















 


(ii)                                  with
the proceeds of the sale of the Notes, (A) to fund the Reserve Account pursuant
to Section 2.9 of the Administration Agreement, (B) to fund the Capitalized
Interest Account pursuant to Section 2.10(b) of the Administration Agreement,
to fund the Supplemental Purchase Account pursuant to Section 2.10(d) of the
Administration Agreement and to fund the Add-On Consolidation Loan Account
pursuant to Section 2.10(e) of the Administration Agreement, (C) to make the
Collection Account Initial Deposit pursuant to Section 2.10(c) of the
Administration Agreement, (D) to purchase (x) the Initial Trust Student Loans
on the Closing Date and (y) any Additional Trust Student Loans during the
Supplemental Purchase Period, and (E) to disburse funds in connection with any
Add-On Consolidation Loans during the Consolidation Loan Add-On Period, in each
case pursuant to the Sale Agreement;


 


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


 


(iv)                              to
enter into and perform its obligations under the Basic Documents (including any
agreements representing Eligible Repurchase Obligations) to which it is to be a
party, including, but not limited to, making the required payments set forth
under any Swap Agreements;


 


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


 


(vi)                              subject
to compliance with the Basic Documents, to engage in such other activities as
may be required in connection with conservation of the Trust Estate and the
making of distributions to the Noteholders and the others specified in Sections
2.7 and 2.8  of
the Administration Agreement.


 


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


 


SECTION 2.4                     Appointment of Eligible Lender
Trustee.  The Depositor hereby appoints the Eligible
Lender Trustee as trustee of the Trust, effective as of the date hereof, to
have all the rights, powers and duties set forth herein.


 


SECTION 2.5                     Initial Capital Contribution of Trust
Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the
Eligible Lender Trustee, as of the date hereof, the sum of $100.00. The
Eligible Lender Trustee hereby acknowledges receipt in trust from the
Depositor, as of the date hereof, of the foregoing contribution, which shall
constitute the Initial Trust Estate and shall be deposited in the Collection
Account.  The Depositor shall pay the
organizational expenses of the Trust as they may arise or shall, upon the
request of the Eligible Lender Trustee, promptly reimburse the Eligible Lender
Trustee for any such expenses paid by the Eligible Lender Trustee.


 


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SECTION 2.6                     Declaration of Trust. 
The Eligible Lender Trustee hereby declares that it will hold the Trust
Estate in trust upon and subject to the conditions set forth herein for the use
and benefit of the Excess Distribution Certificateholder, subject to the
obligations of the Trust under the other Basic Documents.  It is the intention of the parties hereto
that the Trust constitute a statutory trust under Delaware law and that this
Agreement constitute the governing instrument of such trust. Effective as of
the date hereof, the Eligible Lender Trustee shall have all rights, powers and
duties set forth herein and in the Delaware Statutory Trust Act with respect to
accomplishing the purposes of the Trust.


 


SECTION 2.7                     Liability of the Excess Distribution
Certificateholder.  No Excess Distribution Certificateholder (in
such capacity) shall have any personal liability for any liability or
obligation of the Trust.


 


SECTION 2.8                     Title to Trust Property. 
Legal title to all of the Trust Estate shall be vested at all times in
the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Trust Estate to be vested in a
trustee or trustees, in which case title shall be deemed to be vested in the
Eligible Lender Trustee, a co-trustee and/or a separate trustee, as the case
may be; provided that legal title to the Trust Student Loans shall be
vested at all times in the Eligible Lender Trustee on behalf of the Trust.


 


SECTION 2.9                     Representations, Warranties and
Covenants of the Depositor.  The Depositor
hereby represents, warrants and covenants to the Eligible Lender Trustee as
follows:


 


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


 


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


 


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


 


(d)                                 The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default under,
the Certificate of Formation or Operating Agreement of the Depositor, or any
indenture, agreement or other instrument to which the Depositor is a party or
by which it is bound; nor result in the creation or imposition of any Lien upon
any of its properties pursuant to the terms of any such


 


3





















 


indenture,
agreement or other instrument (other than pursuant to the Basic Documents); nor
violate any law or, to the Depositor’s knowledge, any order, rule or regulation
applicable to the Depositor of any court or of any Federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties.


 


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


 


SECTION 2.10              Intentionally Omitted. 


 


SECTION 2.11              Authorization of the Depositor. 
The Depositor is authorized and directed to execute on behalf of the
Issuer, and, after execution, to deliver to the Administrator for filing with
the Commission, all documents and forms required to be filed in accordance with
applicable law or the rules and regulations prescribed by the Commission.


 


ARTICLE III


Beneficial
Ownership and

Excess Distribution Certificate


 


SECTION 3.1                     Initial Beneficial Ownership. 
Upon the formation of the Trust by the contribution by the Depositor
pursuant to Section 2.5 and until the issuance of the Excess Distribution
Certificate, the Depositor shall be the sole beneficial owner of the Trust.


 


SECTION 3.2                     Corporate Trust Office. The Eligible Lender Trustee
initially designates Christiana Center/OPS4, 500 Stanton Christiana Road,
Newark, Delaware 19713, as its principal Corporate Trust Office, at which it
shall act as Trustee of the Trust.  The
Excess Distribution Certificate Registrar’s New York office and its
authenticating agent’s office are located at:


 


Deutsche Bank Trust Company Americas

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005

Attn:  Trust & Securities
Services/Structured Finance Services

Telephone:  (212) 250-8454

Facsimile:   (212) 797-8606


 


SECTION 3.3                     The Excess Distribution Certificate.


 


(a)                                  General. 
The Excess Distribution Certificate shall be issued in one or more
registered, definitive physical certificates substantially in the form of
Exhibit A hereto, in minimum percentage interests of at least 10% and integral
multiples of 10% in excess thereof.  The
Excess Distribution Certificate shall receive payments as provided in Sections 2.8(l)
and 2.9(f), as applicable, of the Administration Agreement.  The Excess Distribution Certificate shall be
executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Eligible Lender Trustee.  An Excess Distribution Certificate bearing
the manual or facsimile


 


4





















 


signatures
of individuals who were, at the time when such signatures were affixed,
authorized to sign on behalf of the Trust, shall be valid and binding
obligations of the Trust, notwithstanding that such individuals or any of them
shall have ceased to be so authorized prior to the authentication and delivery
of such Excess Distribution Certificate or did not hold such offices at the
date of authentication and delivery of such Excess Distribution Certificate.


 


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


 


(c)                                  Registration of Transfer and
Exchange.  The Excess Distribution Certificate Registrar
shall keep or cause to be kept, at the office or agency maintained pursuant to
paragraph (f) below, the Excess Distribution Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Eligible Lender
Trustee shall provide for the registration of the Excess Distribution Certificate
and of transfers and exchanges of the Excess Distribution Certificate as herein
provided. Deutsche Bank Trust Company Americas shall be the initial Excess
Distribution Certificate Registrar.


 


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


 


An Excess Distribution
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory
to the Eligible Lender Trustee and the Excess Distribution Certificate
Registrar duly executed by the holder thereof or his attorney duly authorized
in writing, with such signature (other than for transfers or exchanges to or
among any Affiliates of the Depositor) guaranteed by a member firm of the New
York Stock Exchange or a commercial bank or trust company.  An Excess Distribution Certificate
surrendered for registration of transfer or exchange shall be cancelled


 


5





















 


and
subsequently disposed of by the Eligible Lender Trustee in accordance with its
customary practice.


 


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


 


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


 


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


 


(d)                                 Mutilated, Destroyed, Lost or Stolen
Excess Distribution Certificate.  If (1) a
mutilated Excess Distribution Certificate shall be surrendered to the Excess
Distribution Certificate Registrar, or if the Excess Distribution Certificate
Registrar shall receive evidence to its satisfaction of the destruction, loss
or theft of the Excess Distribution Certificate, and (2) there shall be
delivered to the Excess Distribution Certificate Registrar and the Eligible
Lender Trustee such security or indemnity as may be required by them to save
each of them and the Trust harmless, then in the absence of notice that such
Excess Distribution Certificate shall have been acquired by a bona fide
purchaser, the Eligible Lender Trustee, on behalf of the Trust, shall execute
and the Eligible Lender Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Excess Distribution
Certificate, a new Excess Distribution Certificate of like tenor.  In connection with the issuance of any new
Excess Distribution Certificate under this Section, the Eligible Lender Trustee
and the Excess Distribution Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.  Any
duplicate Excess Distribution Certificate issued pursuant to this paragraph
shall constitute conclusive evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Excess
Distribution Certificate shall be found at any time.


 


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


 


(f)                                    Maintenance of Office or Agency. 
The Eligible Lender Trustee shall maintain in the Borough of Manhattan,
The City of New York, an office or offices or agency or agencies where the
Excess Distribution Certificate may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Eligible Lender
Trustee in respect of the Excess Distribution Certificate may be served.


 


(g)                                 Appointment of Excess Distribution
Certificate Paying Agent.  The Excess
Distribution Certificate Paying Agent shall make distributions to the Excess
Distribution Certificateholder from the amounts received from the Indenture
Trustee pursuant to Sections 2.8(p) and 2.9(f) of the Administration Agreement
and shall report the amounts of such distributions to the Indenture Trustee (if
the Excess Distribution Certificate Paying Agent is not the Indenture
Trustee).  Any Excess Distribution Certificate
Paying Agent shall have the revocable power to receive such funds from the
Indenture Trustee for the purpose of making the distributions referred to
above.  The Eligible Lender Trustee may
revoke such power and remove the Excess Distribution Certificate Paying Agent
if the Eligible Lender Trustee determines in its sole discretion that the
Excess Distribution Certificate Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect.  The Excess Distribution Certificate Paying
Agent shall initially be the Indenture Trustee, and any co-paying agent chosen
by the Eligible Lender Trustee and consented to by the Administrator (which
consent shall not be unreasonably withheld). 
The Indenture Trustee shall be permitted to resign as Excess
Distribution Certificate Paying Agent upon 30 days’ written notice to the
Eligible Lender Trustee.  In the event
that the Indenture Trustee shall no longer be the Excess Distribution
Certificate Paying Agent, the Eligible Lender Trustee shall appoint a successor
to act as Excess Distribution Certificate Paying Agent (which shall be a bank
or trust company).  The Eligible Lender
Trustee shall cause such successor Excess Distribution Certificate Paying Agent
or any additional Excess Distribution Certificate Paying Agent appointed by the
Eligible Lender Trustee to execute and deliver to the Eligible Lender Trustee
an instrument in which such successor Excess Distribution Certificate Paying
Agent or additional Excess Distribution Certificate Paying Agent shall agree
with the Eligible Lender Trustee that as Excess Distribution Certificate Paying
Agent, such successor Excess Distribution Certificate Paying Agent or
additional Excess Distribution Certificate Paying Agent will hold all sums, if
any, held by it for payment to the Excess Distribution Certificateholder in
trust for the benefit of such holder until such sums shall be paid to such
holder.  The Excess Distribution
Certificate Paying Agent shall return all unclaimed funds to the Eligible
Lender Trustee and upon removal of an Excess Distribution Certificate Paying
Agent such Excess Distribution Certificate Paying Agent shall also return all
funds in its possession to the Eligible Lender Trustee.  The provisions of Articles VII and VIII of
the Indenture shall apply to the Indenture Trustee also in its role as Excess
Distribution Certificate Paying Agent, for so long as the Indenture Trustee
shall act as Excess Distribution


 


7





















 


Certificate
Paying Agent and, to the extent applicable, to any other paying agent appointed
hereunder.  Any reference in this
Agreement to the Excess Distribution Certificate Paying Agent shall include any
co-paying agent unless the context requires otherwise.


 


(h)                                 Restrictions on Transfer of the
Excess Distribution Certificate.


 


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


 


(ii)                                  Except as provided
above, the Excess Distribution Certificate shall be sold, pledged, transferred
or assigned except as provided below:


 


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


 


8





















 


(B)                                No transfer of the
Excess Distribution Certificate will be registered by the Eligible Lender
Trustee or the Excess Distribution Certificate Registrar unless the Eligible
Lender Trustee, the Excess Distribution Certificate Registrar, the
Administrator, and, if it is not the proposed transferor, the Depositor
receives a representation from the proposed transferee of the Excess
Distribution Certificate, substantially in the form of Exhibit D-1 or D-2, as
the case may be, that such transferee is not acquiring the Excess Distribution
Certificate by or for the account of any entity in violation of the
restrictions set forth in the final paragraph of Section 3.3(c) above.  If any proposed transferee shall become an
Excess Distribution Certificateholder in violation of these provisions, then
the last preceding permitted transferee shall be restored, to the extent
permitted by law, to all rights as Excess Distribution Certificateholder,
retroactive to the date of registration of such transfer of the Excess
Distribution Certificate.  Neither the
Eligible Lender Trustee nor the Excess Distribution Certificate Registrar shall
have any liability to any person for any registration or transfer of the Excess
Distribution Certificate that is not permitted or for making any payments due
on the Excess Distribution Certificate to the holder thereof or for taking any
action with respect to such holder under this Agreement.  Any proposed transferee who becomes an Excess
Distribution Certificateholder shall agree to indemnify the Eligible Lender
Trustee, the Excess Distribution Certificate Registrar, any Swap Counterparty, the
Administrator, and, if it is not the proposed transferor, the Depositor,
against any loss, damage or penalty incurred as a result of the transfer of the
Excess Distribution Certificate to such proposed transferee in violation of
such restrictions.


 


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


 


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


 


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


 


(iii)                               Any Excess Distribution
Certificateholder, as evidenced by its agreement to accept the rights conferred
under the Excess Distribution Certificate, is hereby deemed to accept all
obligations of the Depositor under this Agreement.


 


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ARTICLE IV


Actions
by Eligible Lender Trustee


 


SECTION 4.1                     Prior Notice to the Excess
Distribution Certificateholder With Respect to Certain Matters. 
With respect to the following matters, the Eligible Lender Trustee shall
not take action unless at least 30 days before the taking of such action, the
Eligible Lender Trustee shall have notified the Excess Distribution
Certificateholder and each of the Rating Agencies in writing of the proposed
action and the Excess Distribution Certificateholder shall not have notified
the Eligible Lender Trustee in writing prior to the 30th calendar day after
such notice is given that it has withheld consent or provided alternative
direction:


 


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


 


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


 


(c)                                  the
amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any class of Noteholder is not required and such amendment
materially adversely affects the interests of the Excess Distribution Certificateholder.


 


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


 


SECTION 4.2                     Action with Respect to Sale of the
Trust Student Loans.  The Eligible Lender Trustee shall not have
the power, except upon the written direction of the Excess Distribution Certificateholder
and except as expressly provided in the Basic Documents, to sell the Trust
Student Loans after the payment in full of the Notes.


 


SECTION 4.3                     Action with Respect to Bankruptcy. The Eligible Lender Trustee shall
not have the power to commence a voluntary proceeding in bankruptcy relating to
the Trust without the prior approval of the Excess Distribution Certificateholder
and the delivery to the Eligible Lender Trustee by the Excess Distribution Certificateholder
of a certificate certifying that the Excess Distribution Certificateholder
reasonably believes that the Trust is insolvent.


 


SECTION 4.4                     Restrictions. 
Neither the Depositor nor the Excess Distribution Certificateholder
shall direct the Eligible Lender Trustee to take or refrain from taking any
action if such action or inaction would be contrary to any obligation of the
Trust or the Eligible Lender Trustee under this Agreement or any of the other
Basic Documents or would be contrary to Section 2.3 nor shall the Eligible
Lender Trustee be permitted to follow any such direction, if given.


 


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ARTICLE V


Application
of Trust Funds; Certain Duties


 


SECTION 5.1                     Application of Trust Funds.


 


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


 


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


 


SECTION 5.2                     Method of Payment. 
Distributions required to be made to the Excess Distribution Certificateholder
on any Distribution Date shall be made to the holder of record on the preceding
Record Date either by wire transfer, in immediately available funds, to the
account of such holder at a bank or other entity having appropriate facilities
therefor, if such holder shall have provided to the Excess Distribution
Certificate Registrar appropriate written instructions signed by two authorized
officers, if any, at least five Business Days prior to such Distribution Date,
or, if not, by check mailed to such holder at the address of such holder
appearing in the Excess Distribution Certificate Register.


 


SECTION 5.3                     No Segregation of Moneys; No
Interest.  Subject to Section 5.1, moneys received by
the Eligible Lender Trustee hereunder need not be segregated in any manner
except to the extent required by law or the Administration Agreement and may be
deposited under such general conditions as may be prescribed by law, and the
Eligible Lender Trustee shall not be liable for any interest thereon.


 


SECTION 5.4                     Reports to the Excess Distribution
Certificateholder, the Internal Revenue Service and Others. 
The Eligible Lender Trustee shall provide (or cause to be provided) any
reports or other information required to be provided to the Excess Distribution
Certificateholder pursuant to the Code, the regulations promulgated thereunder
or other applicable law.  In addition,
the Eligible Lender Trustee shall provide (or cause to be provided) any
information concerning the Excess Distribution Certificate to the Internal
Revenue Service or other taxing authority as required under the Code, the
regulations promulgated thereunder or other applicable law. The Eligible Lender
Trustee shall be entitled to hire an independent accounting firm to perform the
functions described in this Section 5.4, the reasonable fees and expenses of
which shall be paid by the Depositor.


 


ARTICLE VI


Authority
and Duties of Eligible Lender Trustee


 


SECTION 6.1                     General Authority. 
The Eligible Lender Trustee is authorized and directed to execute and
deliver the Basic Documents to which the Trust is to be a party and each
certificate or other document attached as an exhibit to or contemplated by the
Basic Documents to which the Trust is to be a party, in each case, in such form
as the Depositor shall approve as


 


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evidenced
conclusively by the Eligible Lender Trustee’s execution thereof, and, on behalf
of the Trust, to direct the Indenture Trustee to authenticate and deliver Notes
denominated in U.S. Dollars in the aggregate principal amount of $1,568,391,000. The Eligible Lender Trustee is also authorized and directed
on behalf of the Trust (i) to acquire and hold legal title to the Trust
Student Loans from the Depositor and (ii) to take all actions required
pursuant to Section 2.4 of the Administration Agreement and otherwise follow
the direction of and cooperate with the Servicer in submitting, pursuing and
collecting any claims to and with the Department with respect to any Interest
Subsidy Payments and Special Allowance Payments relating to the Trust Student
Loans.


 


In addition to the
foregoing, the Eligible Lender Trustee is authorized to take all actions
required of the Trust pursuant to the Basic Documents.  The Eligible Lender Trustee is further
authorized from time to time to take such action as the Administrator directs
or instructs with respect to the Basic Documents and is directed to take such
action to the extent that the Administrator is expressly required pursuant to
the Basic Documents to cause the Eligible Lender Trustee to act.


 


SECTION 6.2                     General Duties. 
It shall be the duty of the Eligible Lender Trustee to discharge (or
cause to be discharged) all of its responsibilities pursuant to the terms of
this Agreement and the other Basic Documents to which the Trust is a party and
to administer the Trust in the interest of the Noteholders, any Swap
Counterparties and the Excess Distribution Certificateholder subject to and in
accordance with the provisions of this Agreement and the other Basic
Documents.  Without limiting the
foregoing, the Eligible Lender Trustee shall on behalf of the Trust file and
prove any claim or claims that may exist on behalf of the Trust against the
Depositor in connection with any claims paying procedure as part of an
insolvency or a receivership proceeding involving the Depositor.  Notwithstanding the foregoing, the Eligible
Lender Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the other Basic Documents to the extent
the Administrator has agreed in the Administration Agreement to perform and act
or to discharge any duty of the Eligible Lender Trustee hereunder or under any
other Basic Document, and the Eligible Lender Trustee shall not be held liable
for the default or failure of the Administrator to carry out its obligations
under the Administration Agreement. 
Except as expressly provided in the Basic Documents, the Eligible Lender
Trustee shall have no obligation to administer, service or collect the Trust
Student Loans or to maintain, monitor or otherwise supervise the
administration, servicing or collection of the Trust Student Loans.


 


SECTION 6.3                     Action upon Instruction.


 


(a)                                  [Reserved].


 


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


 


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


 


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


 


SECTION 6.4                     No Duties Except as Specified in
this Agreement or in Instructions.  The Eligible
Lender Trustee shall not have any duty or obligation to manage, make any
payment with respect to, register, record, sell, service, dispose of or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Eligible Lender Trustee is a party, except as expressly
provided by the terms of this Agreement or in any document or written
instruction received by the Eligible Lender Trustee pursuant to Section 6.3;
and no implied duties or obligations shall be read into this Agreement or any
other Basic Document against the Eligible Lender Trustee. The Eligible Lender
Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain
the perfection of any security interest or lien granted to it hereunder or to
prepare or file any Commission filing for the Trust or to record this Agreement
or any other Basic Document.  The
Eligible Lender Trustee nevertheless agrees that it will, at its own cost and
expense, promptly take all action as may be necessary to discharge any Liens on
any part of the Trust Estate that result from actions by, or claims against,
Chase Bank USA, National Association, in its individual capacity or as the


 


13





















 


Eligible
Lender Trustee that are not related to the ownership or the administration of
the Trust Estate.


 


SECTION 6.5                     No Action Except under Specified
Documents or Instructions.  The Eligible
Lender Trustee shall not otherwise deal with any part of the Trust Estate
except (i) in accordance with the powers granted to and the authority conferred
upon the Eligible Lender Trustee pursuant to this Agreement, (ii) in accordance
with the other Basic Documents to which it is a party and (iii) in accordance
with any document or instruction delivered to the Eligible Lender Trustee
pursuant to Section 6.3.


 


SECTION 6.6                     Restrictions. 
The Eligible Lender Trustee shall not take any action (a) that is
inconsistent with the purposes of the Trust set forth in Section 2.3 or (b)
that, to the actual knowledge of the Eligible Lender Trustee, would result in
the Trust’s becoming taxable as a corporation for Federal income tax
purposes.  Neither the Depositor nor the Excess
Distribution Certificateholder shall direct the Eligible Lender Trustee to take
action that would violate the provisions of this Section.


 


ARTICLE VII


Concerning
the Eligible Lender Trustee


 


SECTION 7.1                     Acceptance of Trusts and Duties. 
The Eligible Lender Trustee accepts the trusts hereby created and agrees
to perform its duties hereunder with respect to such trusts but only upon the
terms of this Agreement.  The Eligible
Lender Trustee also agrees to disburse all moneys actually received by it
constituting part of the Trust Estate upon the terms of this Agreement and the
other Basic Documents.  The Eligible
Lender Trustee shall not be answerable or accountable hereunder or under any
other Basic Document under any circumstances, except (i) for its own willful
misconduct or negligence or (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 7.3 expressly made by the
Eligible Lender Trustee.  In particular,
but not by way of limitation (and subject to the exceptions set forth in the
preceding sentence):


 


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


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


SECTION 7.2                     Intentionally Omitted.


 


SECTION 7.3                     Representations and Warranties. 
The Eligible Lender Trustee hereby represents and warrants to the
Depositor, for the benefit of the Noteholders, any Swap Counterparties and the
Excess Distribution Certificateholder, that:


 


(a)                                  It is duly organized and validly
existing in good standing under the laws of its governing jurisdiction and has
an office located within the State of Delaware. It has all requisite corporate
power and authority to execute, deliver and perform its obligations under this
Agreement.


 


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


 


15





















 


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


 


(d)                                 It is and will maintain its status
as an “eligible lender” (as such term is defined in Section 435(d) of the
Higher Education Act) for purposes of holding legal title to the Trust Student
Loans as contemplated by this Agreement and the other Basic Documents, it has a
lender identification number with respect to the Trust Student Loans from the
Department and has and will maintain in effect a Guarantee Agreement with each
of the Guarantors with respect to the Trust Student Loans.


 


SECTION 7.4                     Reliance; Advice of Counsel.


 


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


 


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


 


SECTION 7.5                     Not Acting in Individual Capacity. 
Except as provided in this Article VII, in accepting the trusts hereby
created Chase Bank USA, National Association acts solely as Eligible Lender
Trustee hereunder and not in its individual capacity and all Persons having any
claim against the Eligible Lender Trustee by reason of the transactions
contemplated by this Agreement or any other Basic Document shall look only to
the Trust Estate for payment or satisfaction thereof.


 


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SECTION 7.6                     Eligible Lender Trustee Not Liable
for Excess Distribution Certificate or Trust Student Loans. 
The recitals contained herein and in the Excess Distribution Certificate
(other than the signature of and authentication by the Eligible Lender Trustee
on the Excess Distribution Certificate) shall be taken as the statements of the
Depositor and the Eligible Lender Trustee assumes no responsibility for the
correctness thereof.  The Eligible Lender
Trustee makes no representations as to the validity or sufficiency of this
Agreement, the Excess Distribution Certificate, or any other Basic Document
(other than the signature of and authentication by the Eligible Lender Trustee
on the Excess Distribution Certificate), or the Notes, or of any Trust Student
Loan or related documents.  The Eligible
Lender Trustee shall at no time have any responsibility (or liability except
for willfully or negligently terminating or allowing to be terminated any of
the Guarantee Agreements, in a case where the Eligible Lender Trustee knows of
any facts or circumstances which will or could reasonably be expected to result
in any such termination) for or with respect to the legality, validity,
enforceability and eligibility for Guarantee Payments, federal reinsurance,
Interest Subsidy Payments or Special Allowance Payments, as applicable, in
respect of any Trust Student Loan, or for or with respect to the sufficiency of
the Trust Estate or its ability to generate the payments to be distributed to
the Excess Distribution Certificateholder under this Agreement or the
Noteholders, any Currency Swap Counterparty under the Indenture, including the existence
and contents of any computer or other record of any Trust Student Loan; the
validity of the assignment of any Trust Student Loan to the Eligible Lender
Trustee on behalf of the Trust; the completeness of any Trust Student Loan; the
performance or enforcement (except as expressly set forth in any Basic
Document) of any Trust Student Loan; the compliance by the Depositor or the
Servicer with any warranty or representation made under any Basic Document or
in any related document or the accuracy of any such warranty or representation
or any action or inaction of the Administrator, the Indenture Trustee or the
Servicer or any subservicer taken in the name of the Eligible Lender Trustee.


 


SECTION 7.7                     Eligible Lender Trustee May Own
Notes.  The Eligible Lender Trustee in its individual
or any other capacity may become the owner or pledgee of Notes and may deal
with the Depositor, the Excess Distribution Certificateholder, the
Administrator, the Indenture Trustee or the Servicer in banking transactions
with the same rights as it would have if it were not Eligible Lender Trustee.


 


ARTICLE VIII


Compensation
and Indemnity of Eligible Lender Trustee


 


SECTION 8.1                     Eligible Lender Trustee’s Fees and
Expenses.  The Eligible Lender Trustee shall receive as
compensation for its services hereunder such fees as have been separately
agreed upon before the date hereof between the Depositor and the Eligible
Lender Trustee, and the Eligible Lender Trustee shall be entitled to be
reimbursed by the Depositor, to the extent provided in such separate agreement,
for its other reasonable expenses (including the reasonable fees and expenses
of counsel and independent accountants) hereunder.


 


SECTION 8.2                     Payments to the Eligible Lender
Trustee.  Any amounts paid to the Eligible Lender
Trustee pursuant to Section 8.1 hereof or pursuant to Section 9 of the Sale
Agreement, Section 4.2 of the Administration Agreement or Section 4.2 of the
Servicing Agreement shall be deemed not to be a part of the Trust Estate
immediately after such payment.


 


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SECTION 8.3                     Indemnity. 
The Depositor shall cause the Administrator to indemnify the Eligible
Lender Trustee in its individual capacity and any of its officer, directors,
employees and agents as and to the extent provided for in Section 4.2 of the
Administration Agreement.


 


ARTICLE IX


Termination
of Trust Agreement


 


SECTION 9.1                     Termination of Trust Agreement.


 


(a)                                  This Agreement (other than Article
VIII) and the Trust shall terminate and be of no further force or effect upon
(1) the final distribution by the Excess Distribution Certificate Paying Agent
of all moneys or other property or proceeds of the Trust Estate in accordance
with the terms of the Indenture, the Administration Agreement and Article V
hereof and (2) the filing of the certificate of cancellation by the Eligible
Lender Trustee pursuant to section 9.1(b) below.  The bankruptcy, liquidation, dissolution,
death or incapacity of the Excess Distribution Certificateholder shall not (x)
operate to terminate this Agreement or the Trust, nor (y) entitle such holder’s
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Trust Estate nor (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.


 


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


 


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


 


ARTICLE X


Successor
Eligible Lender Trustees and

Additional Eligible Lender Trustees


 


SECTION 10.1              Eligibility Requirements for
Eligible Lender Trustee.  The Eligible
Lender Trustee shall at all times be a corporation or association (i)
qualifying as an “eligible lender” as such term is defined in Section 435(d) of
the Higher Education Act for purposes of holding legal title to the Trust
Student Loans on behalf of the Trust, with a valid lender identification number
with respect to the Trust Student Loans from the Department; (ii) being
authorized to exercise corporate trust powers and hold legal title to the Trust
Student Loans; (iii) having in effect Guarantee Agreements with each of the
Guarantors as may be directed by the Depositor; (iv)
having a combined capital and surplus of at least $50,000,000 and being subject
to supervision or examination by Federal or state authorities; (v) having its
principal place of business in the State of Delaware and otherwise complying
with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or
having a parent which has) a rating in respect of its long-term senior
unsecured debt of at least “BBB-” (or the equivalent) by each of the Rating
Agencies (or which, if the long-term senior unsecured debt of such corporation
or association is not rated by any Rating Agency, shall have provided to the
Indenture Trustee written confirmation from


 


18





















 


such
Rating Agency that the appointment of such corporation or association to serve
as Eligible Lender Trustee will not result in and of itself in a reduction or
withdrawal of the then current rating of any of the Notes).  If the Eligible Lender Trustee shall publish
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section, the combined capital and surplus of the Eligible Lender Trustee
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
In case at any time the Eligible Lender Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Eligible Lender
Trustee shall resign immediately in the manner and with the effect specified in
Section 10.2.


 


SECTION 10.2              Resignation or Removal of Eligible
Lender Trustee.  The Eligible Lender Trustee may at any time
resign and be discharged from the trusts hereby created by giving written
notice thereof to the Administrator. 
Upon receiving such notice of resignation, the Administrator shall
promptly appoint a successor Eligible Lender Trustee meeting the eligibility
requirements of Section 10.1 by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Eligible Lender Trustee
and one copy to the successor Eligible Lender Trustee.  If no successor Eligible Lender Trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Eligible Lender Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Eligible Lender Trustee; provided, however, that such right to
appoint or to petition for the appointment of any such successor shall in no
event relieve the resigning Eligible Lender Trustee from any obligations
otherwise imposed on it under the Basic Documents until such successor has in
fact assumed such appointment.


 


If at any time the Eligible
Lender Trustee shall cease to be or shall be likely to cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the Administrator, or if at any time an Insolvency
Event with respect to the Eligible Lender Trustee shall have occurred and be continuing,
then the Administrator may remove the Eligible Lender Trustee.  If the Administrator shall remove the
Eligible Lender Trustee under the authority of the immediately preceding
sentence, the Administrator shall promptly appoint a successor Eligible Lender
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the outgoing Eligible Lender Trustee so removed and one copy to
the successor Eligible Lender Trustee and payment of all fees owed to the
outgoing Eligible Lender Trustee.


 


Any resignation or removal
of the Eligible Lender Trustee and appointment of a successor Eligible Lender
Trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Eligible Lender
Trustee pursuant to Section 10.3, payment of all fees and expenses owed to the
outgoing Eligible Lender Trustee and the filing of a certificate of amendment
to the Trust’s certificate of trust pursuant to Section 3810(b) of the Delaware
Statutory Trust Act.  The Administrator
shall provide notice of such resignation or removal of the Eligible Lender
Trustee and to each of the Rating Agencies.


 


SECTION 10.3              Successor Eligible Lender Trustee. 
Any successor Eligible Lender Trustee appointed pursuant to Section 10.2
shall execute, acknowledge and deliver to the Administrator and to its
predecessor Eligible Lender Trustee an instrument accepting such appointment
under this Agreement, and thereupon the resignation or removal of the predecessor


 


19





















 


Eligible
Lender Trustee shall become effective and such successor Eligible Lender
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor under
this Agreement, with like effect as if originally named as Eligible Lender
Trustee.  The predecessor Eligible Lender
Trustee shall upon payment of its fees and expenses deliver to the successor
Eligible Lender Trustee all documents, statements, moneys and properties held
by it under this Agreement and shall assign, if permissible, to the successor
Eligible Lender Trustee the lender identification number obtained from the
Department on behalf of the Trust; and the Administrator and the predecessor
Eligible Lender Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Eligible Lender Trustee all such rights, powers,
duties and obligations.


 


No successor Eligible Lender
Trustee shall accept such appointment as provided in this Section unless at the
time of such acceptance such successor Eligible Lender Trustee shall be
eligible pursuant to Section 10.1.


 


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


 


SECTION 10.4              Merger or Consolidation of Eligible
Lender Trustee.  Any corporation or association into which the
Eligible Lender Trustee may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger,
conversion or consolidation to which the Eligible Lender Trustee shall be a
party, or any corporation or association succeeding to all or substantially all
the corporate trust business of the Eligible Lender Trustee, shall, without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, be the
successor of the Eligible Lender Trustee hereunder; provided that such
corporation or association shall be eligible pursuant to Section 10.1; and provided
further that the Eligible Lender Trustee shall mail notice of such
merger or consolidation to the Rating Agencies not less than 15 days prior to
the effective date thereof and shall file an amendment to the Certificate of
Trust as required under the Delaware Statutory Trust Act.


 


SECTION 10.5              Appointment of Co-Eligible Lender
Trustee or Separate Eligible Lender Trustee. 
Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust may at the time be located, the Administrator and the
Eligible Lender Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Eligible Lender Trustee, meeting the eligibility requirements of clauses (i)
through (iii) of Section 10.1, to act as co-trustee, jointly with the Eligible
Lender Trustee, or separate trustee or separate trustees, of all or any part of
the Trust Estate, and to vest in such Person, in such capacity, such title to
the Trust Estate, or any part thereof, and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Eligible Lender Trustee may consider necessary or
desirable.  If the Administrator shall
not have


 


20





















 


joined
in such appointment within 15 days after the receipt by it of a request so to
do, the Eligible Lender Trustee alone shall have the power to make such
appointment.  No co-trustee or separate
trustee under this Agreement shall be required to meet the terms of eligibility
as a successor trustee pursuant to clauses (iv), (v) and (vi) of Section 10.1
and no notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.3.


 


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


 


(i)                                     all
rights, powers, duties, and obligations conferred or imposed upon the Eligible
Lender Trustee shall be conferred upon and exercised or performed by the
Eligible Lender 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 Eligible Lender 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 Eligible Lender Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties, and obligations (including the holding of title to the
Trust or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, solely at the
direction of the Eligible Lender Trustee;


 


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


 


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


 


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


 


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


 


21





















 


ARTICLE XI


Miscellaneous


 


SECTION 11.1              Supplements and Amendments. 
This Agreement may be amended by the Excess Distribution Certificateholder
and the Eligible Lender Trustee, with prior written notice to the Rating
Agencies, without the consent of any of the Noteholders, to cure any ambiguity,
to correct or supplement any provisions in this Agreement or for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions in this Agreement or modifying in any manner the rights of the
Noteholders; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Noteholder.


 


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


 


Promptly after the execution
of any such amendment or consent, the Eligible Lender Trustee shall furnish
written notification of the substance of such amendment or consent to the
Excess Distribution Certificateholder, the Indenture Trustee and each of the
Rating Agencies.


 


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


 


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


 


SECTION 11.2              No Legal Title to Trust Estate in
Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall not have
legal title to any part of the Trust Estate.


 


22





















 


The
Excess Distribution Certificateholder shall be entitled to receive
distributions with respect to its undivided beneficial ownership interest therein
only in accordance with Section 3.3 of this Agreement.  No transfer, by operation of law or
otherwise, of any right, title, or interest of the Excess Distribution
Certificateholder to and in its beneficial ownership interest in the Trust
Estate shall operate to terminate this Agreement or the trusts hereunder or
entitle any transferee to an accounting or to the transfer to it of legal title
to any part of the Trust Estate.


 


SECTION 11.3              Limitations on Rights of Others. 
Except for Section 2.7, the provisions of this Agreement are solely for
the benefit of the Eligible Lender Trustee, the Depositor, the Excess Distribution
Certificateholder, the Administrator and, to the extent expressly provided
herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement (other than Section 2.7), whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Trust Estate or under this Agreement or any covenants, conditions
or provisions contained herein.


 


SECTION 11.4              Notices. 
Unless otherwise expressly specified or permitted by the terms hereof,
all notices shall be in writing and shall be deemed given upon receipt by the
intended recipient or three Business Days after mailing if mailed by certified
mail, postage prepaid (except that notice to the Eligible Lender Trustee shall
be deemed given only upon actual receipt by the Eligible Lender Trustee), if to
the Eligible Lender Trustee, addressed to its Corporate Trust Office with
copies to Deutsche Bank Trust Company Americas, 60 Wall Street, 26th
Floor, Mailstop NYC60-2606, New York, New York 10005, Attention:  Trust & Securities Services/Structured
Finance Services; if to the Depositor, addressed to SLM Funding LLC, 12061
Bluemont Way, V3419, Reston, Virginia 20190, or, as to each party, at such
other address as shall be designated by such party in a written notice to each
other party.


 


SECTION 11.5              Severability. 
Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


SECTION 11.6              Separate Counterparts. 
This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.


 


SECTION 11.7              Successors and Assigns. 
All covenants and agreements contained herein shall be binding upon and
inure to the benefit of, the Depositor and its successors, the Eligible Lender
Trustee and its successors, each Excess Distribution Certificateholder and its
successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent,
waiver or other instrument or action by a Noteholder or the Excess Distribution
Certificateholder shall bind the successors and assigns of such holder.


 


SECTION 11.8              No Petition.


 


(a)                                  Neither the Depositor, nor any other
Excess Distribution Certificateholder (as evidenced by acceptance of its Excess
Distribution Certificate) will institute against the Trust, at


 


23





















 


any
time, any bankruptcy proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the
Excess Distribution Certificate, the Notes, this Agreement or any of the other
Basic Documents.  The
foregoing shall not limit the rights of the Depositor, nor any Excess
Distribution Certificateholder to file any
claim in, or otherwise take any action with respect to, any insolvency
proceeding that was instituted against the Trust by a Person other than the
Depositor or such other Excess Distribution Certificateholder.


 


(b)                                 The Eligible Lender Trustee (not in
its individual capacity but solely as Eligible Lender Trustee), by entering
into this Agreement, the Excess
Distribution Certificateholder by
accepting the Excess Distribution Certificate, and the Indenture Trustee and
each Noteholder by accepting the benefits of this Agreement, hereby covenant
and agree that they will not at any time institute against the Depositor or the
Trust, or join in any institution against the Depositor or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Agreement or any of the other Basic Documents.  The foregoing shall not limit the rights of the
Eligible Lender Trustee to file any claim in, or otherwise take any action with
respect to, any insolvency proceeding that was instituted against the Issuer by
a Person other than the Eligible Lender Trustee.


 


SECTION 11.9              No Recourse. 
Each Excess Distribution Certificateholder by accepting its Excess Distribution Certificate acknowledges that such
holder’s certificate represents beneficial interests in the Trust only and do
not represent interests in or obligations of the Depositor, the Servicer, the Administrator,
the Eligible Lender Trustee, the Indenture Trustee or, any Swap Counterparty,
any Remarketing Agent, any Affiliate thereof or any officer, director or
employee of any thereof and no recourse may be had against such parties or
their assets, except as may be expressly set forth or contemplated in this
Agreement, an Excess Distribution Certificate or the other Basic Documents.


 


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


 


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


 


24





















 


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


 


	
   

  	
  CHASE BANK USA, NATIONAL

  ASSOCIATION,

  not in its individual capacity but solely as

  Eligible Lender Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ JOHN J. CASHIN

  	
   

  
	
   

  	
  Name:

  	
  John J. Cashin

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  SLM FUNDING LLC,

  as the Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ MARK L. HELEEN

  	
   

  
	
   

  	
  Name:

  	
  Mark L. Heleen

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


25





















 


 


Acknowledged and agreed as to

Section 3.3(c) and Section 3.3(g)

of this Amended and Restated Trust Agreement


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

not in its individual capacity but solely

as the initial Excess Distribution

Certificate Paying Agent and Excess Distribution Certificate Registrar


 


 


	
  By:

  	
   

  	
  /S/  MICHELE H.Y. VOON

  	
   

  
	
  Name:

  	
  Michele H.Y. Voon

  
	
  Title:

  	
  Assistant Vice President

  
					



 


26





















 


EXHIBIT A


TO THE TRUST AGREEMENT


 


[PLEASE SEE ATTACHED]


 


1





















 


EXHIBIT B


 


FORM OF


 


CERTIFICATE OF TRUST


OF


SLM STUDENT LOAN


TRUST 2005-7


 


This Certificate of Trust of
SLM STUDENT LOAN TRUST 2005-7 (the “Trust”) is being duly executed and filed on
behalf of the Trust by the undersigned, as trustee, to form a statutory trust
under the Delaware Statutory Trust Statute (12 Del. C. § 3801 et seq.)
(the “Act”).


 


1.                                       Name.  The name of the statutory trust formed by
this Certificate of Trust is SLM STUDENT LOAN TRUST 2005-7.


 


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


 


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


 


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


 


	
   

  	
  CHASE BANK USA, NATIONAL ASSOCIATION, not in its

  
	
   

  	
  individual capacity but solely as Eligible Lender Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


1





















 


EXHIBIT C


[FORM OF TRANSFEROR LETTER]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


12061 Bluemont Way


Reston, Virginia 20190


 


Deutsche Bank Trust Company Americas,


as Excess Distribution Certificate Registrar 

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005


Attention:  Trust &
Securities Services/Structured Finance Services


 


Chase Bank USA, National Association


as Eligible Lender Trustee


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:                               SLM
Student Loan Trust 2005-7,


Excess Distribution Certificate (the “Certificate”)


 


Ladies and Gentlemen:


 


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


 


 


	
  Very truly yours,

  
	
   

  
	
   

  	
   

  
	
  [Print Name of Transferor]

  
	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
    Authorized Officer

  	
   

  
	
   

  



 


1





















 


EXHIBIT D-1


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


 


[Date]


 


Sallie Mae, Inc.


as Administrator


12061 Bluemont Way


Reston, Virginia 20190


 


Deutsche Bank Trust Company Americas,


as Excess Distribution Certificate Registrar

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005


Attention:  Trust &
Securities Services/Structured Finance Services


 


Chase Bank USA, National Association


as Eligible Lender Trustee


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:                               SLM
Student Loan Trust 2005-7,


Excess Distribution Certificate (the “Certificate”)


 


Ladies and Gentlemen:


 


In connection with our
acquisition of the above Certificate, we certify that (a) we understand that
the Certificate is not being registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any state securities laws and is being
transferred to us in a transaction that is exempt from the registration
requirements of the Securities Act and any such laws, (b) we are an
institutional “accredited investor,” as defined in Rule 501 (a) (1), (2), (3)
or (7) of Regulation D under the Securities Act or an entity in which all of
the equity owners come within such paragraphs, and have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Certificate, (c) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificate and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificate, (d) we are not acquiring the Certificate for, by or for the
account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975
of the Code, if such acquisition, or the management or servicing of the Trust
or its assets, would cause a non-exempt prohibited transaction in violation of
Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan
subject to a substantially similar federal, state, local or foreign law, if
such acquisition would cause a non-exempt violation of such substantially
similar law, (iii) any person who is not a United States person


 


1





















 


within the meaning of
Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in
Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru
entity is includible directly or indirectly through one or more other such
pass-through entities by any person referred to in clause (iii) above, (e) we
are acquiring the Certificate for investment for our own account and not with a
view to any distribution of the Certificate (but without prejudice to our right
at all times to sell or otherwise dispose of the Certificate in accordance with
clause (g) below), (f) we have not offered or sold the Certificate to, or
solicited offers to buy the Certificate from, any person, or otherwise
approached or negotiated with any person with respect thereto, or taken any
other action which would result in a violation of Section 5 of the Securities
Act, and (g) we will not sell, transfer or otherwise dispose of the Certificate
unless (1) such sale, transfer or other disposition is made pursuant to an
effective registration statement under the Securities Act or is exempt from
such registration requirements, and if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this Letter
that such sale, transfer or other disposition may be made pursuant to an
exemption from the Securities Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Trust
Agreement relating to the Certificate.


 


Except as otherwise
specified herein or as the context may otherwise require, capitalized terms
used but not otherwise defined herein are defined in Appendix A to the Amended
and Restated Trust Agreement dated as of August 11, 2005, among SLM Funding
LLC, as the Depositor, Chase Bank USA, National Association, not in its
individual capacity, but solely as the Eligible Lender Trustee, and Deutsche
Bank Trust Company Americas, not in its individual capacity, but solely as the
Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Print Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


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EXHIBIT D-2


[FORM OF TRANSFEREE LETTER (RULE 144A)]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


12061 Bluemont Way


Reston, Virginia 20190


 


Deutsche Bank Trust Company Americas,


as Excess Distribution Certificate Registrar

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005


Attention:  Trust &
Securities Services/Structured Finance Services


 


Chase Bank USA, National Association


as Eligible Lender Trustee


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:                               SLM
Student Loan Trust 2005-7,


Excess Distribution Certificate (the “Certificate”)


 


Ladies and Gentlemen:


 


In connection with our
acquisition of the above Certificate, we certify that (a) we understand that
the Certificate is not being registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any state securities laws and is being
transferred to us in a transaction that is exempt from the registration
requirements of the Securities Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificate, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificate and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificate, (d) we are not acquiring the Certificate by or for the
account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975
of the Code, if such acquisition, or the management or servicing of the Trust
or its assets, would cause a non-exempt prohibited transaction in violation of
Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan
subject to a substantially similar federal, state, local or foreign law, if
such acquisition would cause a non-exempt violation of such substantially
similar law, (iii) any person who is not a United States person within the
meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity”
referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which
pass-thru entity is includible directly or indirectly through one or more other


 


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such
pass-through entities by any person referred to in clause (iii) above, (e) we
have not, nor has anyone acting on our behalf offered, transferred, pledged,
sold or otherwise disposed of the Certificate, any interest in the Certificate
or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Certificate, any interest in the
Certificate or any other similar security from, or otherwise approached or
negotiated with respect to the Certificate, any interest in the Certificate or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the Certificate under the
Securities Act or that would render the disposition of the Certificate a
violation of Section 5 of the Securities Act or require registration pursuant
thereto, nor will act, nor has authorized or will authorize any person to act,
in such manner with respect to the Certificate, (f) we are a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities
Act (“Rule 144A”) and have completed either of the forms of certification to
that effect attached hereto as Annex 1 or Annex 2.  We are aware that the sale to us is being
made in reliance on Rule 144A.  We are
acquiring the Certificate for our own account or for resale pursuant to Rule
144A and further understand that the Certificate may be resold, pledged or
transferred only (1) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.


 


Except as otherwise
specified herein or as the context may otherwise require, capitalized terms
used but not otherwise defined herein are defined in Appendix A to the Amended
and Restated Trust Agreement dated as of August 11, 2005, among SLM Funding
LLC, as the Depositor, Chase Bank USA, National Association, not in its
individual capacity, but solely as the Eligible Lender Trustee, and Deutsche
Bank Trust Company Americas, not in its individual capacity, but solely as the
Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Print Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


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ANNEX 1


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER
SEC RULE 144A


 


[For Transferees Other Than Registered
Investment Companies]


 


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


 


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


 


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


 


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


 


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


 


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


 










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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2





















 


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


 


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


 


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


 


	
   

  	
   

  
	
  [Print Name of Transferee]

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  
						



 


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ANNEX 2


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER
SEC RULE 144A


 


[For Transferees That are Registered
Investment Companies]


 


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


 


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


 


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


 


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


 


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


 


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


 


1





















 


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


 


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


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Print Name of Buyer or Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [IF AN ADVISER:]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name of Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
							



 


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