Exhibit 4.4


 




 





 


INDENTURE


 


 


among


 


 


SLM STUDENT LOAN TRUST 2005-7,


as the Issuer,


 


 


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


 


 


Dated as of August 1, 2005


 


 




 
























 


TABLE OF CONTENTS


 


 


	
   

  	
  ARTICLE I

  	
   

  
	
   

  	
  Definitions and Usage

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions and Usage

  	
   

  
	
  SECTION 1.2

  	
  Incorporation by Reference of Trust Indenture Act

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE II

  	
   

  
	
   

  	
  The Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Form

  	
   

  
	
  SECTION 2.2

  	
  Execution, Authentication and Delivery

  	
   

  
	
  SECTION 2.3

  	
  Temporary Notes

  	
   

  
	
  SECTION 2.4

  	
  Registration; Registration of Transfer and Exchange

  	
   

  
	
  SECTION 2.5

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
   

  
	
  SECTION 2.6

  	
  Persons Deemed Owner

  	
   

  
	
  SECTION 2.7

  	
  Payment of Principal and Interest; Note Interest Shortfall

  	
   

  
	
  SECTION 2.8

  	
  Cancellation

  	
   

  
	
  SECTION 2.9

  	
  Release of Collateral

  	
   

  
	
  SECTION 2.10

  	
  Book-Entry Notes

  	
   

  
	
  SECTION 2.11

  	
  Notices to Clearing Agency

  	
   

  
	
  SECTION 2.12

  	
  Definitive Notes

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE III

  	
   

  
	
   

  	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Payments to Noteholders and each Swap Counterparty

  	
   

  
	
  SECTION 3.1A

  	
  Collateral Account

  	
   

  
	
  SECTION 3.2

  	
  Maintenance of Office or Agency

  	
   

  
	
  SECTION 3.3

  	
  Money for Payments to be Held in Trust

  	
   

  
	
  SECTION 3.4

  	
  Existence

  	
   

  
	
  SECTION 3.5

  	
  Protection of Indenture Trust Estate

  	
   

  
	
  SECTION 3.6

  	
  Opinions as to Indenture Trust Estate

  	
   

  
	
  SECTION 3.7

  	
  Performance of Obligations; Servicing of Trust Student Loans

  	
   

  
	
  SECTION 3.8

  	
  Negative Covenants

  	
   

  
	
  SECTION 3.10

  	
  Annual Statement as to Compliance

  	
   

  
	
  SECTION 3.11

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

  	
   

  
	
  SECTION 3.12

  	
  Successor or Transferee

  	
   

  
	
  SECTION 3.13

  	
  No Other Business

  	
   

  
	
  SECTION 3.14

  	
  No Borrowing

  	
   

  
	
  SECTION 3.15

  	
  Obligations of Servicer and Administrator

  	
   

  
	
  SECTION 3.16

  	
  Guarantees, Loans, Advances and Other
  Liabilities

  	
   

  
	
  SECTION 3.17

  	
  Capital Expenditures

  	
   

  
	
  SECTION 3.18

  	
  Restricted Payments

  	
   

  



 


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  SECTION 3.19

  	
  Notice of Events of Default

  	
   

  
	
  SECTION 3.20

  	
  Further
  Instruments and Acts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IV

  	
   

  
	
   

  	
  Satisfaction and Discharge

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Satisfaction and Discharge of Indenture

  	
   

  
	
  SECTION 4.2

  	
  Application of Trust Money

  	
   

  
	
  SECTION 4.3

  	
  Repayment of Moneys Held by Paying Agent

  	
   

  
	
  SECTION 4.4

  	
  Auction of Trust Student Loans

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE V

  	
   

  
	
   

  	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Events of Default

  	
   

  
	
  SECTION 5.2

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  
	
  SECTION 5.3

  	
  Collection of Indebtedness and Suits for Enforcement by Indenture
  Trustee

  	
   

  
	
  SECTION 5.4

  	
  Remedies; Priorities

  	
   

  
	
  SECTION 5.5

  	
  Optional Preservation of the Trust Student
  Loans

  	
   

  
	
  SECTION 5.6

  	
  Limitation of Suits

  	
   

  
	
  SECTION 5.7

  	
  Unconditional Rights of Noteholders to
  Receive Principal and Interest

  	
   

  
	
  SECTION 5.8

  	
  Restoration of Rights and Remedies

  	
   

  
	
  SECTION 5.9

  	
  Rights and Remedies Cumulative

  	
   

  
	
  SECTION 5.10

  	
  Delay or Omission Not a Waiver

  	
   

  
	
  SECTION 5.11

  	
  Control by Noteholders

  	
   

  
	
  SECTION 5.12

  	
  Waiver of Past Defaults

  	
   

  
	
  SECTION 5.13

  	
  Undertaking for Costs

  	
   

  
	
  SECTION 5.14

  	
  Waiver of Stay or Extension Laws

  	
   

  
	
  SECTION 5.15

  	
  Action on Notes

  	
   

  
	
  SECTION 5.16

  	
  Performance and Enforcement of Certain
  Obligations.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VI

  	
   

  
	
   

  	
  The Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Duties of Indenture Trustee

  	
   

  
	
  SECTION 6.2

  	
  Rights of Indenture Trustee

  	
   

  
	
  SECTION 6.3

  	
  Individual Rights of Indenture Trustee

  	
   

  
	
  SECTION 6.4

  	
  Indenture Trustee’s Disclaimer

  	
   

  
	
  SECTION 6.5

  	
  Notice of Defaults

  	
   

  
	
  SECTION 6.6

  	
  Reports by Indenture Trustee to Noteholders

  	
   

  
	
  SECTION 6.7

  	
  Compensation and Indemnity

  	
   

  
	
  SECTION 6.8

  	
  Replacement of Indenture Trustee

  	
   

  
	
  SECTION 6.9

  	
  Successor Indenture Trustee by Merger

  	
   

  
	
  SECTION 6.10

  	
  Appointment of Co-Trustee or Separate
  Trustee.

  	
   

  
	
  SECTION 6.11

  	
  Eligibility; Disqualification

  	
   

  



 


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  SECTION 6.12

  	
  Preferential Collection of Claims Against
  the Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VII

  	
   

  
	
   

  	
  Noteholders’ Lists and Reports

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  Issuer to Furnish Indenture Trustee Names
  and Addresses of Noteholders

  	
   

  
	
  SECTION 7.2

  	
  Preservation of Information; Communications
  to Noteholders

  	
   

  
	
  SECTION 7.3

  	
  Reports by Issuer.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VIII

  	
   

  
	
   

  	
  Accounts, Disbursements and Releases

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Collection of Money

  	
   

  
	
  SECTION 8.2

  	
  Trust Accounts

  	
   

  
	
  SECTION 8.3

  	
  General Provisions Regarding Accounts

  	
   

  
	
  SECTION 8.4

  	
  Release of Indenture Trust Estate

  	
   

  
	
  SECTION 8.5

  	
  Opinion of Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IX

  	
   

  
	
   

  	
  Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Supplemental Indentures Without Consent of
  Noteholders.

  	
   

  
	
  SECTION 9.2

  	
  Supplemental Indentures with Consent of
  Noteholders.

  	
   

  
	
  SECTION 9.3

  	
  Execution of Supplemental Indentures

  	
   

  
	
  SECTION 9.4

  	
  Effect of Supplemental Indenture

  	
   

  
	
  SECTION 9.5

  	
  Conformity with Trust Indenture Act

  	
   

  
	
  SECTION 9.6

  	
  Reference in Notes to Supplemental
  Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE X

  	
   

  
	
   

  	
  Redemption of Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1

  	
  Redemption

  	
   

  
	
  SECTION 10.2

  	
  Form of Redemption Notice

  	
   

  
	
  SECTION 10.3

  	
  Notes Payable on Redemption Date

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE XI

  	
   

  
	
   

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
  Compliance Certificates and Opinions, etc

  	
   

  
	
  SECTION 11.2

  	
  Form of Documents Delivered to Indenture
  Trustee

  	
   

  
	
  SECTION 11.3

  	
  Acts of Noteholders

  	
   

  
	
  SECTION 11.4

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

  	
   

  
	
  SECTION 11.5

  	
  Notices to Noteholders; Waiver

  	
   

  
	
  SECTION 11.6

  	
  Alternate Payment and Notice Provisions

  	
   

  
	
  SECTION 11.7

  	
  Conflict with Trust Indenture Act

  	
   

  
	
  SECTION 11.8

  	
  Effect of Headings and Table of Contents

  	
   

  
	
  SECTION 11.9

  	
  Successors and Assigns

  	
   

  



 


iii





















 


	
  SECTION 11.10

  	
  Separability

  	
   

  
	
  SECTION 11.11

  	
  Benefits of Indenture

  	
   

  
	
  SECTION 11.12

  	
  Legal Holidays

  	
   

  
	
  SECTION 11.13

  	
  Governing Law

  	
   

  
	
  SECTION 11.14

  	
  Counterparts

  	
   

  
	
  SECTION 11.15

  	
  Recording of Indenture

  	
   

  
	
  SECTION 11.16

  	
  Trust Obligations

  	
   

  
	
  SECTION 11.17

  	
  No Petition

  	
   

  
	
  SECTION 11.18

  	
  Inspection

  	
   

  
	
  SECTION 11.19

  	
  Subordination

  	
   

  



 


iv





















 


	
   

  	
  APPENDICES,
  SCHEDULES AND EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX A-1

  	
  Definitions and Usage

  	
   

  
	
  APPENDIX A-2

  	
  Reset Rate Note Procedures

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
  Schedule of Trust Student Loans

  	
   

  
	
  SCHEDULE B

  	
  Location of Trust Student Loan Files

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Forms of Notes

  	
   

  
	
  EXHIBIT B

  	
  Form of Note Depository Agreement for U.S. Dollar Denominated Notes

  	
   

  
	
  EXHIBIT C

  	
  Form of Note Depository Agreement for Notes Denominated in a Currency
  Other than U.S. Dollars

  	
   

  



 


v





















 


INDENTURE, dated as of August 1, 2005, among SLM STUDENT LOAN TRUST 2005-7,
a Delaware statutory trust (the “Issuer”), CHASE BANK USA, NATIONAL ASSOCIATION,
a national banking association, not in its individual capacity but solely as
eligible lender trustee on behalf of the Issuer (in such capacity, the “Eligible
Lender Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking
corporation, not in its individual capacity but solely as indenture trustee (in
such capacity, the “Indenture Trustee”).


 


Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the holders of the Issuer’s Student Loan-Backed
Notes (the “Notes”) and, after the Notes have been paid in full, for the
benefit of any Currency Swap Counterparty:


 


GRANTING CLAUSE


 


The Issuer and, with respect to the Trust Student Loans, the Eligible
Lender Trustee hereby Grant to the Indenture Trustee, as trustee for the
benefit of the Noteholders and, subject to the provisions of Section 11.19, any
Currency Swap Counterparty, effective as of the Closing Date all of their
right, title and interest in and to the following:


 


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


 


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


 


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


 


(d)                             the SLM ECFC Purchase Agreement
and the VG Funding Purchase Agreement, to the extent that the rights of the
Depositor thereunder have been assigned to the Issuer pursuant to the Sale
Agreement, including the right of the Depositor to cause SLM ECFC or VG
Funding, as the case may be, to repurchase Trust Student Loans from the
Depositor under the circumstances described in the applicable Purchase
Agreement;


 


(e)                              the Administration Agreement,
the Remarketing Agreement, any Swap Agreements to be entered into from time to
time (including the Initial Interest Rate Swap Agreement) and any agreement
representing Eligible Repurchase Obligations between the Trust and an Eligible
Repo Counterparty to be entered into from time to time;


 


(f)                                each Guarantee Agreement,
including the right of the Issuer to cause the related Guarantor to make
Guarantee Payments in respect of the Trust Student Loans;


 


(g)                             the Trust Accounts and all funds
on deposit from time to time in the Trust Accounts, including the Reserve
Account Initial Deposit, the Capitalized Interest Account Initial Deposit, the
Supplemental Purchase Account Initial Deposit, the Add-On Consolidation Loan


 


1





















 


Account Initial Deposit and the Collection Account Initial Deposit, if
any, and all investments and proceeds thereof (including all income thereon);
and


 


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


 


The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes,
equally and ratably without prejudice, priority or distinction, to secure
compliance with the provisions of this Indenture and, subject to the provisions
of Section 11.19, to secure amounts owing to any Currency Swap Counterparty
under the related Currency Swap Agreement, all as provided in this Indenture.


 


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


 


ARTICLE I



Definitions and Usage


 


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-1 to this Indenture, which also contains rules as to usage that
shall be applicable herein.


 


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


 


“Commission” means the Securities and Exchange Commission.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


2





















 


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


 


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


 


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


 


ARTICLE II



The Notes


 


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


 


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


 


The terms of the Notes set forth in Exhibit A are part of the terms of
this Indenture.


 


Each class of Notes will be represented by interests in a book-entry
note certificate deposited on the Closing
Date with Deutsche Bank Trust Company Americas, as custodian for DTC (the “DTC Custodian”), and registered in the
name of Cede & Co. as initial nominee for DTC.


 


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


 


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


 


The Indenture Trustee shall upon Issuer Order authenticate and deliver
Notes for original issue in an aggregate principal amount of $1,568,391,000.  The
aggregate principal amount of Notes Outstanding at any time may not exceed such
amount except as provided in Section 2.5. 
On each Spread Determination Date, upon receipt of an Issuer Order, the
Indenture Trustee shall deliver a revised Schedule A for the Reset Rate Notes
to the Custodians.


 


3





















 


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


 


During any Reset Period when a class of the Reset Rate Notes is denominated
in U.S. Dollars, such Reset Rate Notes shall be issued in minimum denominations
of $100,000, and additional increments of $1,000.  During any Reset Period when a class of Reset
Rate Notes is denominated in a currency other than U.S. Dollars, such Reset
Rate Notes shall be issued in minimum denominations of the applicable currency
equivalent (approximately) of $100,000 and additional increments of the
applicable currency equivalent of $1,000 (which shall be determined by
reference to the exchange rate to be set forth in the related Currency Swap
Agreement); provided, that during any Reset Period when a class of Reset
Rate Notes is denominated in Pounds Sterling, such Reset Rate Notes shall be
issued in minimum denominations of £100,000 and additional increments of £1,000
and provided  further, that during any Reset Period when a class
of Reset Rate Notes is denominated in Euros, such Reset Rate Notes shall be
issued in minimum denominations of €100,000 and additional increments of €1,000.


 


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


 


SECTION
2.3   Temporary Notes. 
Pending the preparation of Definitive Notes, the Issuer may execute, and
upon receipt of an Issuer Order the Indenture Trustee shall authenticate and
deliver, temporary Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, of the tenor of the Definitive Notes in
lieu of which they are issued and with such variations not inconsistent with
the terms of this Indenture determined to be appropriate by the Responsible
Officer of the Issuer executing the temporary Notes, as evidenced by his or her
execution of such temporary Notes.


 


If temporary Notes are issued, the Issuer will cause Definitive Notes
to be prepared without unreasonable delay. 
After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the
office or agency of the Issuer to be maintained as provided in Section 3.2,
without charge to the Noteholder.  Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized
denominations.  Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as Definitive Notes.


 


SECTION 2.4  
Registration; Registration of Transfer and Exchange.  The Issuer shall cause to be kept a register
(the “Note Register”) in which, subject to such reasonable regulations as it
may prescribe, the Issuer shall provide for the registration of Notes and the
registration of transfers of Notes.  The
Indenture Trustee shall be “Note Registrar” for the purpose of registering
Notes and transfers of Notes as herein provided.  Upon any resignation of


 


4





















 


any Note Registrar,
the Issuer shall promptly appoint a successor or, if it elects not to make such
an appointment, assume the duties of Note Registrar.


 


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


 


Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.2 or, with
respect to the Reset Rate Notes, to the Note Registrar or any transfer agent,
as applicable, if the requirements of Section 8-401(1) of the UCC are met, the
Issuer shall execute, and the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes in any authorized
denominations and a like aggregate principal amount.


 


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


 


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


 


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


 


No service charge shall be made to a Noteholder for any registration of
transfer or exchange of Notes, but the Indenture Trustee may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes,
other than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.


 


The preceding provisions of this Section notwithstanding, the Issuer
shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes


 


5





















 


selected for redemption or of any Note for a period of 15 days
preceding the due date for any payment with respect to the Note.


 


Any transfer or assignment of any Note or any interest in any Note that
is not effected pursuant to the provisions of this Indenture (including, without
limitation, this Section 2.4 and Section 2.13), such as a transfer or
assignment not reflected on the Note Register, shall be null and void and shall
not be taken into account by, or be binding upon, the Indenture Trustee or any
other party.


 


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


 


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


 


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


 


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


 


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


 


SECTION
2.7   Payment of Principal and Interest; Note Interest Shortfall.  (a)  The Notes shall accrue
interest as provided in the forms of Notes in Exhibit A and such interest shall
be payable on each applicable Distribution Date as specified therein, subject
to Section 3.1.  Any installment of
interest or principal, if any, payable on any Note which is punctually paid or
duly provided for by the Issuer on the applicable Distribution Date shall be
paid to the Person in whose name such Note (or one or more Predecessor Notes)
is registered on the applicable Record Date by check mailed first-class,
postage prepaid to such Person’s address as it appears on the Note Register on
such Record Date, except that, unless Definitive Notes have been issued
pursuant to Section 2.12, with respect to Notes registered on the Record
Date in the name of the nominee of the applicable Clearing Agency, for the
Notes, payment shall be made by wire transfer in immediately available funds to
the account designated by such nominee and except for the final installment of
principal payable with respect to such Note on a Distribution Date or on the
Note Final Maturity Date for such Note which shall be payable as provided
below.  The funds represented by any such
checks returned undelivered shall be held in accordance with Section 3.3.


 


(b)                             The principal amount of each
class of Floating Rate Notes shall be payable in installments on each applicable
Distribution Date as provided in the forms of Notes set forth in Exhibit A
and the principal amount of each class of Reset Rate Notes shall be payable on
each applicable Distribution Date as set forth in the forms of Notes set forth
in Exhibit A and in Appendix A-2. 
Notwithstanding the foregoing, the entire unpaid principal amount of
each class of the Notes shall be due and payable, if not previously paid, on
the Note Final Maturity Date for such class of Notes and on the date on which
an Event of Default shall have occurred and be continuing if the Indenture
Trustee or the Noteholders of the Notes representing at least a majority of the
Outstanding Amount of the Notes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2.  All principal payments on the Notes shall be
made pro rata to the specific class of Noteholders entitled thereto.  The Indenture Trustee shall notify the Person
in whose name a Note is registered at the close of business on the Record Date
preceding the Distribution Date on which the Issuer expects that the final
installment of principal of and interest on such Note will be paid.  Such notice shall be mailed or transmitted by
facsimile prior to such final Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. 
Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.2.


 


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


 


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


 


SECTION
2.9   Release of Collateral.  
Subject to Sections 11.1 and 11.19 and the terms of the Basic Documents,
the Indenture Trustee shall release property from the lien of this Indenture
only upon receipt of an Issuer Request accompanied by an Officers’ Certificate
of the Issuer, an Opinion of Counsel and Independent Certificates in accordance
with TIA §§ 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such
Independent Certificates to the effect that the TIA does not require any such
Independent Certificates.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
2.12   Definitive Notes. 
If (i) the Administrator advises the Indenture Trustee in writing
that a Clearing Agency (a) is closed for business for a continuous period
of 14 days (other than by reason of holiday, statutory or otherwise),
(b) announces an intention to cease business permanently (or does so and
no alternative clearing system acceptable to the Indenture Trustee is then
available), or (c) at any time, is unwilling or unable to continue as, or
ceases to be, a clearing agency registered under all applicable laws, and a
successor clearing agency which is registered as a clearing agency under all
applicable laws is not appointed by the Administrator within 90 days of such
event, (ii) the Administrator at its option advises the Indenture Trustee in
writing that it elects to terminate the book-entry system through that Clearing
Agency or (iii) after the occurrence of an Event of Default, a Servicer Default
or an Administrator Default, Note Owners representing beneficial interests
aggregating at least a majority of the Outstanding Amount of the applicable
Notes advise the applicable Clearing Agency (which shall then notify the Indenture
Trustee) in writing that the continuation of a book-entry system through such
Clearing Agency is no longer in the best interests of such Note Owners, then
the Indenture Trustee shall cause such Clearing Agency to notify all Note
Owners cleared, through such Clearing Agency, of the occurrence of any such
event and of the availability of Definitive Notes to Note Owners requesting the
same.  Upon surrender to the Indenture
Trustee of the typewritten Notes representing the Book-Entry Notes by a Clearing
Agency, accompanied by registration instructions, the Issuer shall execute and
the Indenture Trustee shall authenticate the Definitive Notes in accordance
with the instructions of such Clearing Agency, which shall include, without
limitation, the identity and payment instructions for all Noteholders of the
applicable Notes.  None of the Issuer,
the Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may


 


9





















 


conclusively rely
on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the holders of the Definitive Notes as
Noteholders.


 


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


 


ARTICLE III



Covenants


 


SECTION
3.1   Payments to Noteholders and each Swap Counterparty.  The Issuer shall duly and punctually pay the
principal and interest, if any, with respect to the Notes in accordance with
the terms of the Notes and this Indenture and shall duly and punctually pay
amounts, if any, owing to each Swap Counterparty in accordance with the terms
of this Indenture and the related Swap Agreement.  Without limiting the foregoing, the Issuer
shall cause to be distributed to Noteholders and each Swap Counterparty in accordance
with the Administration Agreement that portion of the amounts on deposit in the
Trust Accounts on a Distribution Date (other than any Eligible Investments
deposited therein that will mature on the Business Day preceding a subsequent
Distribution Date) or with respect to any Swap Counterparty amounts on deposit
in the relevant Trust Accounts on the date such payment is due under the
related Swap Agreement, which the Noteholders and any Swap Counterparty are
entitled to receive pursuant to Sections 2.7 and 2.8 of the Administration
Agreement.  Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest
and/or principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.


 


SECTION 3.1A  Collateral Account.  In the event that pursuant to the terms of any
applicable Swap Agreement, a related Swap Counterparty (or its credit support
provider) is required to deposit cash or securities as collateral to secure its
obligations (“Swap Collateral”), the Indenture Trustee shall establish and
maintain one or more Eligible Deposit Accounts in the name of the Indenture
Trustee for the benefit of the Issuer and such Swap Counterparty (each a “Swap
Agreement Collateral Account”).  All sums
on deposit and securities held in any Swap Agreement Collateral Account shall
be used only for the purposes set forth in the related credit support agreement
to be entered into between the Trust and the related Swap Counterparty (a “Credit
Support Agreement”).  Amounts on deposit
in any Swap Agreement Collateral Account may be invested in Eligible
Investments at the written direction of the related Swap Counterparty and on
each Distribution Date, all Investment Earnings actually received by the
Indenture Trustee on amounts on deposit in a Swap Agreement Collateral Account
or on securities held by the Indenture Trustee as Swap Collateral shall be paid
directly to the related Swap Counterparty and not become part of Available
Funds in accordance with the terms of the Credit Support


 


10





















 


Agreement.  All amounts deposited in a Swap Agreement
Collateral Account shall be paid to the Issuer (and become part of Available
Funds on the related Distribution Date) or returned to the related Swap Counterparty,
from time to time, in accordance with the provisions set forth in the related
Credit Support Agreement.


 


SECTION
3.2   Maintenance of Office or Agency.  The Issuer shall maintain in the Borough of
Manhattan, The City of New York and in Luxembourg, so long as any of the Notes
are listed on the Luxembourg Stock Exchange and the rules of such exchange so
require, or in such other jurisdiction if any of the Notes are listed on
another stock exchange of international standing and the rules of such other
exchange so require, an office or agency where Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served.  The Issuer hereby initially appoints the
Indenture Trustee to serve as its agent for the foregoing purposes.  The Issuer shall give prompt written notice
to the Indenture Trustee of the location, and of any change in the location, of
any such office or agency.  If at any
time the Issuer shall fail to maintain any such office or agency or shall fail
to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and
the Issuer hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.


 


SECTION
3.3   Money for Payments to be Held in Trust.  As provided in Section 8.2(a) and (b), all
payments of amounts due and payable with respect to any Notes or any Swap Agreement
that are to be made from amounts distributed from the Collection Account, or
deposited into the Collection Account from the Supplemental Purchase Account,
the Add-On Consolidation Loan Account, the Capitalized Interest Account or the
Reserve Account, pursuant to Sections 2.7 and 2.8 of the Administration
Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by
another Paying Agent, and no amounts so distributed from the Collection Account
for payments to Noteholders or any Swap Counterparty shall be paid over to the
Issuer except as provided in this Section.


 


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


 


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


 


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


 


11





















 


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


 


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


 


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


 


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


 


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


 


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


 


12





















 


determinable from the records of the Indenture Trustee or of any Paying
Agent, at the last address of record for each such Noteholder).


 


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


 


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


 


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


 


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


 


(iii)                                                   enforce
any of the Collateral; or


 


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


 


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


 


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


 


(b)                             On or before December 31 in each
calendar year, beginning in 2005, the Issuer shall furnish to the Indenture Trustee
an Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture and any indentures supplemental hereto as is
necessary to maintain the lien and security interest created by this Indenture
and relating the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain such lien and security
interest.  Such Opinion of Counsel shall
also describe the recording, filing, recording and refiling of this Indenture
and any indentures supplemental hereto that will, in the opinion of


 


13





















 


such counsel, be required to maintain the lien and security interest of
this Indenture until December 31 in the following calendar year.


 


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


 


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


 


(c)                              The Issuer shall punctually
perform and observe all of its obligations and agreements contained in this
Indenture, the other Basic Documents and the instruments and agreements
included in the Indenture Trust Estate, including filing or causing to be filed
all UCC financing statements and continuation statements prepared by the Issuer
and required to be filed by the terms of this Indenture and the Administration
Agreement in accordance with and within the time periods provided for herein
and therein.  Except as otherwise
expressly provided therein, the Issuer shall not waive, amend, modify,
supplement or terminate any Basic Document or any provision thereof without the
consent of the Indenture Trustee or the Noteholders of at least a majority of
the Outstanding Amount of the Notes; provided, for the avoidance of
doubt, that a transfer or assignment by a Swap Counterparty of any of its
interests or obligations in accordance with the requirements of any applicable
Swap Agreement (including the requirement that each Rating Agency then rating
the Notes issue written acknowledgment that, notwithstanding such transfer or
assignment, the then-current rating of the Notes will not be downgraded) shall
not constitute a waiver, amendment, modification, supplement or termination of
the applicable Swap Agreement or any provision thereof and shall not require
the consent of the Indenture Trustee or the Noteholders of at least a majority
of the Outstanding Amount of the Notes. 
The Issuer shall give written notice to each Rating Agency or any such
waiver, amendment, modification, supplement or termination that requires the
consent of the Indenture Trustee or the Noteholders of at least a majority of
the Outstanding Amount of the Notes.


 


(d)                             If a Responsible Officer of the
Issuer shall have knowledge of the occurrence of a Servicer Default or an
Administrator Default under the Servicing Agreement or the Administration
Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee
and the Rating Agencies thereof, and shall specify in such notice the action,
if any, the Issuer is taking with respect to such default.  If a Servicer Default shall arise from the
failure of the Servicer to perform any of its duties or obligations under the
Servicing Agreement, or an Administrator Default shall arise from the failure
of the Administrator to perform any of its


 


14





















 


duties or obligations under the Administration Agreement, as the case
may be, with respect to the Trust Student Loans, the Issuer shall take all
reasonable steps available to it to enforce its rights under the Basic Documents
in respect of such failure.


 


(e)                              As promptly as possible after
the giving of notice of termination to the Servicer of the Servicer’s rights
and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the
Administrator of the Administrator’s rights and powers, pursuant to Section 5.1
of the Administration Agreement, the Issuer shall appoint a successor servicer
(the “Successor Servicer”) or a successor administrator (the “Successor
Administrator”), respectively, and such Successor Servicer or Successor
Administrator, as the case may be, shall accept its appointment by a written
assumption in a form acceptable to the Indenture Trustee.  In the event that a Successor Servicer or
Successor Administrator has not been appointed and accepted its appointment at
the time when the Servicer or Administrator, as the case may be, ceases to act
as Servicer or Administrator, respectively, the Indenture Trustee without
further action shall automatically be appointed the Successor Servicer or
Successor Administrator, as the case may be. 
The Indenture Trustee may resign as the Successor Servicer or the
Successor Administrator by giving written notice of resignation to the Issuer
and in such event will be released from such duties and obligations, such
release not to be effective until the date a new servicer or a new
administrator enters into an agreement with the Issuer as provided below; provided,
however, that nothing herein shall require or permit the Indenture
Trustee to act as Servicer, or otherwise service the Trust Student Loans, in
violation of the Higher Education Act. 
Upon delivery of any such notice to the Issuer, the Issuer shall obtain
a new servicer as the Successor Servicer under the Servicing Agreement or a new
administrator as the Successor Administrator under the Administration
Agreement, as the case may be.  Any
Successor Servicer or Successor Administrator, other than the Indenture
Trustee, shall (i) be an established institution (A) that satisfies any requirements
of the Higher Education Act applicable to servicers and (B) whose regular
business includes the servicing or administration of student loans and (ii)
enter into a servicing agreement or an administration agreement, respectively,
with the Issuer having substantially the same provisions as the provisions of
the Servicing Agreement and the Administration Agreement, as applicable.  If within 30 days after the delivery of the
notice referred to above, the Issuer shall not have obtained such a new servicer
or new administrator, as the case may be, the Indenture Trustee may appoint, or
may petition a court of competent jurisdiction to appoint, a Successor Servicer
or Successor Administrator; provided, however, that such right to
appoint or to petition for the appointment of any such successor shall in no
event relieve the Indenture Trustee from any obligations otherwise imposed on
it under the Basic Documents until such successor has in fact assumed such
appointment.  In connection with any such
appointment, the Indenture Trustee may make such arrangements for the
compensation of such successor as it and such successor shall agree, subject to
the limitations set forth below and in the Servicing Agreement or
Administration Agreement, as applicable, and in accordance with Section 5.2 of
the Servicing Agreement and Section 5.2 of the Administration Agreement, the
Issuer shall enter into an agreement with such successor for the servicing or
administration of the Trust Student Loans (such agreement to be in form and
substance satisfactory to the Indenture Trustee).  If the Indenture Trustee shall succeed as
provided herein to the Servicer’s duties as Servicer with respect to the Trust
Student Loans, or the Administrator’s duties with respect to the Issuer and the
Trust Student Loans, as the case may be, it shall do so in its individual
capacity and not in its capacity as Indenture Trustee and, accordingly, the
provisions of Article VI hereof shall be inapplicable to the Indenture Trustee
in its duties as the successor to the Servicer or the


 


15





















 


Administrator, as the case may be, and the servicing or administration
of the Trust Student Loans.  In case the
Indenture Trustee shall become successor to the Servicer or the Administrator,
the Indenture Trustee shall be entitled to appoint as Servicer or as
Administrator, as the case may be, any one of its Affiliates, provided that
such appointment shall not affect or alter in any way the liability of the
Indenture Trustee as Successor Servicer or Successor Administrator,
respectively, in accordance with the terms hereof.


 


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


 


(g)                             Without derogating from the
absolute nature of the assignment granted to the Indenture Trustee under this
Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees
that it will not, without the prior written consent of the Indenture Trustee or
the Noteholders of at least a majority in Outstanding Amount of the Notes,
amend, modify, waive, supplement, terminate or surrender, or agree to any
amendment, modification, supplement, termination, waiver or surrender of, the
terms of any Collateral or the Basic Documents, except to the extent otherwise
provided in the Basic Documents, or waive timely performance or observance by
the Servicer, the Administrator, the Depositor, any Excess Distribution
Certificateholder, SLM ECFC, VG Funding, the Issuer, the Eligible Lender
Trustee or any Swap Counterparty under the Basic Documents; provided, however,
that no such amendment shall (i) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, distributions that are required to be
made for the benefit of the Noteholders or any Swap Counterparty, or (ii)
reduce the aforesaid percentage of the Notes which are required to consent to
any such amendment, without the consent of the Noteholders of all the
Outstanding Notes.  If any such
amendment, modification, supplement or waiver shall be so consented to by the
Indenture Trustee or such Noteholders, the Issuer shall give written notice
thereof to each Rating Agency and agrees, promptly following a request by the
Indenture Trustee to do so, to execute and deliver, in its own name and at its
own expense, such agreements, instruments, consents and other documents as the
Indenture Trustee may deem necessary or appropriate in the circumstances.


 


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


 


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


 


(ii)                                                      claim
any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts properly withheld from such payments
under the Code or applicable state law) or assert any claim against any present
or


 


16





















 


former Noteholder by reason of
the payment of the taxes levied or assessed upon any part of the Indenture
Trust Estate;


 


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


 


(iv)                                                  enter
into any amendment to any Swap Agreement to cure any ambiguity in, or to
correct or supplement any provision of any Swap Agreement, unless the Issuer
has determined, and the Indenture Trustee has agreed in writing at the written
direction of the Issuer, that the amendment will not materially adversely
affect the interests of the Noteholders and provided that the Issuer has
provided reasonable notice to the Rating Agencies of such amendment and the
Rating Agency Condition is satisfied.


 


SECTION
3.9   Annual Statement as to Compliance.  The Issuer will deliver to the Indenture
Trustee and each Rating Agency, within 90 days after the end of each fiscal
year of the Issuer (commencing with the fiscal year ending December 31, 2005),
an Officers’ Certificate of the Issuer stating that:


 


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


 


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


 


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


 


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


 


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


 


17





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


18





















 


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


 


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


 


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


 


(b)                             Upon a conveyance or transfer of
all the assets and properties of the Issuer pursuant to Section 3.10(b), SLM
Student Loan Trust 2005-7 will be released from every covenant and agreement of
this Indenture to be observed or performed on the part of the Issuer with
respect to the Notes immediately upon the delivery by the Issuer of written
notice to the Indenture Trustee stating that SLM Student Loan Trust 2005-7 is
to be so released.


 


SECTION
3.12   No Other Business. 
The Issuer shall not engage in any business other than financing,
purchasing, owning, selling and managing the Trust Student Loans and the other
assets of the Issuer and related proceeds thereof in addition to entering into the
Initial Interest Rate Swap Agreement on the Closing Date and any other Swap
Agreements, as applicable, from time to time on the related Reset Date, in the
manner contemplated by this Indenture and the other Basic Documents and
activities incidental thereto.


 


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


 


SECTION
3.14   Obligations of Servicer and Administrator.  The Issuer shall cause the Servicer to comply
with Sections 3.1, 3.2 and 3.3 of the Administration Agreement and Section 3.7
of the Servicing Agreement and the Administrator to comply with Sections 2.11,
3.1, 3.2 and 3.3 of the Administration Agreement.


 


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


 


19





















 


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


 


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


 


SECTION
3.18   Notice of Events of Default.  The Issuer shall give the Indenture Trustee,
the Rating Agencies and each Swap Counterparty prompt written notice of each
Event of Default hereunder.  The Issuer
shall give the Indenture Trustee, the Rating Agencies and each Swap
Counterparty prompt written notice of each default on the part of (i) the
Depositor of its obligations under the Sale Agreement, (ii) SLM ECFC of
its obligations under the SLM ECFC Purchase Agreement, (iii) VG Funding of its
obligations under the VG Funding Purchase Agreement, (iv) the Servicer of
its obligations under the Servicing Agreement, or (v) the Administrator of
its obligations under the Administration Agreement.  In addition, the Issuer shall deliver to the
Indenture Trustee, each Rating Agency and each Swap Counterparty, within five
days after the occurrence thereof, written notice in the form of an Officers’
Certificate of the Issuer of any event which with the giving of notice and the
lapse of time would become an Event of Default under Section 5.1(iii), its
status and what action the Issuer is taking or proposes to take with respect
thereto.


 


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


 


ARTICLE IV



Satisfaction and Discharge


 


SECTION
4.1   Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further
effect with respect to the Notes except as to (i) rights of registration of
transfer and exchange, (ii) substitution of mutilated, destroyed, lost or
stolen Notes, (iii) rights of Noteholders to receive payments of principal
thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and
3.13, (v) the rights, obligations and immunities of the Indenture Trustee
hereunder (including, without limitation, the rights of the Indenture Trustee
under Section 6.7


 


20





















 


and the obligations
of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders
as beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when:


 


(a)                              either


 


(1)                                  all
Notes theretofore authenticated and delivered (other than (i) Notes that have
been destroyed, lost or stolen and that have been replaced or paid as provided
in Section 2.5 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in Section 3.3)
have been delivered to the Indenture Trustee for cancellation; or


 


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


 


(i)             have
become due and payable,


 


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


 


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


 


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


 


(c)                              the Issuer has delivered to the
Indenture Trustee an Officers’ Certificate of the Issuer, an Opinion of Counsel
and (if required by the TIA or the Indenture Trustee) an Independent
Certificate from a firm of certified public accountants, each meeting the
applicable requirements of Section 11.1(a) and, subject to Section 11.2, each
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.


 


SECTION
4.2   Application of Trust Money.  All moneys deposited with the Indenture
Trustee pursuant to Section 4.1 hereof shall be held in trust and applied by
it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Noteholders of the particular Notes or to any Swap
Counterparty, as applicable, for the payment or redemption of which such moneys
have been deposited with the Indenture Trustee, of all sums due and to become
due thereon for principal and interest; but such moneys need not be segregated
from


 


21





















 


other funds except
to the extent required herein or in the Administration Agreement or required by
law.


 


SECTION
4.3   Repayment of Moneys Held by Paying Agent.   In connection with the satisfaction and
discharge of this Indenture with respect to the Notes, all moneys then held by
any Paying Agent other than the Indenture Trustee under the provisions of this
Indenture with respect to such Notes shall, upon demand of the Issuer, be paid
to the Indenture Trustee to be held and applied according to Section 3.3 and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.


 


SECTION
4.4   Auction of Trust Student Loans.  On the date (the “Trust Auction Date”) that
is three Business Days prior to the Distribution Date immediately following the
end of the first Collection Period when the Pool Balance is equal to 10% or
less of the Initial Pool Balance, any Trust Student Loans remaining in the
Trust shall be offered for sale by the Indenture Trustee unless the Servicer
has exercised its option to purchase the Trust Estate as described in Section
6.1(a) of the Administration Agreement with respect to such Distribution
Date.  The Servicer will be deemed to
have waived such option if it fails to notify the Eligible Lender Trustee and
the Indenture Trustee of its exercise thereof in writing prior to the Indenture
Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided,
however, that there shall be no such offer for sale if the Indenture
Trustee fails to provide notice to the Servicer in accordance with this Section
4.4.  The Indenture Trustee shall provide
written notice to the Servicer of any such offer for sale at least 5 Business
Days in advance of the Trust Auction Date. 
The Indenture Trustee shall permit the Depositor or any of its
Affiliates, including SLM ECFC, VG Funding and the Servicer, to offer bids only
if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or
less of the Initial Pool Balance, and such bid does not exceed the fair market
value of the Trust Student Loans as of the Trust Auction Date.  If at least two bids are received, the
Indenture Trustee shall solicit and resolicit new bids from all participating
bidders until only one bid remains or the remaining bidders decline to resubmit
bids.  The Indenture Trustee shall accept
the highest of such remaining bids if it is equal to or in excess of both (i)
the Minimum Purchase Amount plus any amounts owed to any Swap Counterparty for
Swap Payments and Swap Termination Payments and amounts to any Remarketing
Agent for any unpaid remarketing fees and expenses, and any Carryover Servicing
Fees and (ii) the fair market value of such Trust Student Loans as of the end
of the Collection Period immediately preceding the Trust Auction Date.  If at least two bids are not received or the
highest bid after the resolicitation process is completed is not equal to or in
excess of the higher of (i) the Minimum Purchase Amount plus any amounts owed
to any Swap Counterparty for Swap Payments and Swap Termination Payments and
amounts to any Remarketing Agent for any unpaid remarketing fees and expenses,
and any Carryover Servicing Fees and (ii) the fair market value of the Trust
Student Loans, the Indenture Trustee shall not consummate such sale.  The Indenture Trustee may consult, and, at
the direction of the Depositor, shall consult, with a financial advisor,
including an Underwriter of the Notes or the Administrator, to determine if the
fair market value of the Trust Student Loans has been offered.  The proceeds of any such sale will be paid at
the time set forth in Section 2.6 of the Administration Agreement and applied
in the order of priority set forth in Section 5.4(b).  If the sale is not consummated in accordance
with the foregoing, the Indenture Trustee may, but shall not be under any
obligation to, solicit bids for sale of the Trust Student Loans with respect to
future Distribution Dates upon terms similar to those described above,
including the Servicer’s waiver of its option to purchase the Trust Estate in
accordance


 


22





















 


with Section 6.1(a)
of the Administration Agreement with respect to each such future Distribution
Date.


 


ARTICLE V



Remedies


 


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


 


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


 


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


 


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


 


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


 


(v)                                                     the
commencement by the Issuer of a voluntary case under any applicable Federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by the Issuer to the entry of an order for relief in an involuntary
case under any such law, or the consent by the Issuer to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuer or for any substantial part of
the Indenture Trust Estate, or the making by the Issuer of any general


 


23





















 


assignment for the benefit of
creditors, or the failure by the Issuer generally to pay its debts as such
debts become due, or the taking of action by the Issuer in furtherance of any
of the foregoing.


 


SECTION
5.2   Acceleration of Maturity; Rescission and Annulment.  If an Event of Default should occur and be
continuing, then and in every such case the Indenture Trustee or the
Noteholders representing at least a majority of the Outstanding Amount of the
Notes may declare all the Notes to be immediately due and payable, by a notice
in writing to the Issuer (and to the Indenture Trustee if given by
Noteholders), and upon any such declaration the unpaid principal amount of such
Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable, subject, however, to
Section 5.4 of this Indenture.


 


At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided,
the Noteholders of Notes representing at least a majority of the Outstanding Amount
of the Notes, by written notice to the Issuer and the Indenture Trustee, may
rescind and annul such declaration and its consequences if:


 


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


 


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


 


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


 


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


 


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


 


SECTION
5.3   Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.  The Issuer
covenants that if (i) default is made in the payment of any interest on any
Note when the same becomes due and payable, and such default continues for a
period of five days, or (ii) default is made in the payment of the principal of
any Note when the same becomes due and payable at the related Note Final
Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to
it, for the benefit of the Noteholders, the whole amount then due and payable
on such Notes for principal and interest, with interest upon the overdue
principal, and, to the extent payment at such rate of interest shall be legally
enforceable, upon overdue installments of interest, at the rate specified in
Section 2.7 and in addition thereto such further amount as shall be sufficient
to cover the costs and expenses of collection, including the


 


24





















 


reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents and counsel.


 


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


 


(b)                             If an Event of Default occurs
and is continuing, the Indenture Trustee may, as more particularly provided in
Section 5.4, in its discretion, proceed to protect and enforce its rights and
the rights of the Noteholders and any Currency Swap Counterparty by such
appropriate Proceedings as the Indenture Trustee shall deem most effective to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by law.


 


(c)                              In case there shall be pending,
relative to the Issuer or any other obligor upon the Notes or any Person having
or claiming an ownership interest in the Indenture Trust Estate, Proceedings
under Title 11 of the United States Code or any other applicable Federal or
state bankruptcy, insolvency or other similar law, or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the
Issuer or its property or such other obligor or Person, or in case of any
other, comparable judicial Proceedings relative to the Issuer or other obligor
upon the Notes, or to the creditors or property of the Issuer or such other
obligor, the Indenture Trustee, irrespective of whether the principal of any
Notes shall then be due and payable, as therein expressed or by declaration or
otherwise and irrespective of whether the Indenture Trustee shall have made any
demand pursuant to the provisions of this Section, shall be entitled and
empowered, by intervention in such proceedings or otherwise:


 


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


 


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


 


(iii)                                                   to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute all amounts received with respect to the claims


 


25





















 


of the Noteholders, any
Currency Swap Counterparty and the Indenture Trustee on their behalf; and


 


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


 


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


 


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


 


(e)                              All rights of action and of
asserting claims under this Indenture, or under any of the Notes, may be
enforced by the Indenture Trustee without the possession of any of the Notes or
the production thereof in any trial or other Proceedings relative thereto, and
any such action or Proceedings instituted by the Indenture Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and
compensation of the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents and attorneys, shall be for the ratable benefit of the
Noteholders, and after the Notes have been paid in full, and subject to the
provisions of Section 11.19, any Currency Swap Counterparty.


 


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


 


SECTION
5.4   Remedies; Priorities.   
If an Event of Default shall have occurred and be continuing, the
Indenture Trustee may do one or more of the following (subject to Section 5.5):


 


(a)                              (i)                                 institute Proceedings in its own
name and as trustee of an express trust for the collection of all amounts then
payable on the Notes or under this Indenture with respect


 


26





















 


thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuer and any other obligor upon such Notes
moneys adjudged due;


 


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


 


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


 


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


 


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


 


provided, however,
that the Indenture Trustee may not sell or otherwise liquidate the Indenture
Trust Estate following an Event of Default, other than an Event of Default
described in Section 5.1(i) or (ii) with respect to the Class A Notes, unless
(A) the Noteholders of 100% of the Outstanding Amount of the Class A Notes
consent thereto, (B) the proceeds of such sale or liquidation distributable to
the Class A Noteholders are sufficient to discharge in full all amounts then
due and unpaid upon such Class A Notes for principal and interest or (C) the
Indenture Trustee determines that the Indenture Trust Estate will not continue
to provide sufficient funds for the payment of principal of and interest on the
Class A Notes as would have become due if the Class A Notes had not been
declared due and payable, and the Indenture Trustee obtains the consent of
Noteholders of 66-2/3% of the Outstanding Amount of the Class A Notes; provided,
further, that the Indenture Trustee may not sell or otherwise liquidate
the Indenture Trust Estate following an Event of Default, other than an Event
of Default described in Section 5.1(i) or (ii) with respect to the Class A
Notes, unless (D) the proceeds of such sale or liquidation distributable to the
Class B Noteholders plus the proceeds of the sale or liquidation of the Trust
Estate distributable to the Class B Noteholders are sufficient to pay to the
Class B Noteholders the Outstanding Amount of the Class B Notes plus
accrued and unpaid interest thereon or (E) after receipt of notice from the
Eligible Lender Trustee that the proceeds of such sale or liquidation
distributable to the Class B Noteholders plus the proceeds of the sale or
liquidation of the Trust Estate distributable to the Class B Noteholders would
not be sufficient to pay to the Class B Noteholders the outstanding principal plus
accrued and unpaid interest thereon, the Class B Noteholders of at least a
majority of the Outstanding Amount of the Class B Notes consent thereto.  In determining such sufficiency or
insufficiency with respect to clauses (B), (C), (D) and (E), the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Indenture
Trust Estate and/or Trust Estate, as applicable, for such purpose.


 


(b)                             Notwithstanding the provisions
of Section 8.2, following the occurrence and during the continuation of an
Event of Default which has resulted in an acceleration of the Notes,


 


27





















 


if the Indenture Trustee collects any money or property, it shall pay
out the money or property (and other amounts including amounts, if any, held on
deposit in each of the Trust Accounts) held as Collateral for the benefit of
the Noteholders, net of liquidation costs associated with the sale of the
assets of the Trust, in the following order:


 


FIRST:


 


A:                                   to
the applicable Noteholders of each class of Reset Rate Notes then denominated
in U.S. Dollars and then structured not to receive a payment of principal until
the end of its related Reset Period, the amount, if any, on deposit in the
related Accumulation Account for such Reset Rate Notes (excluding any
Investment Earnings thereon) in reduction of the Outstanding Amount of such
Reset Rate Notes until they are paid in full; and/or


 


B:                                     to
the related Currency Swap Counterparty if any class of Reset Rate Notes is then
in Foreign Exchange Mode and is then structured not to receive a payment of
principal until the end of its related Reset Period, the amount, if any, on
deposit in the related Accumulation Account for such Reset Rate Notes
(excluding any Investment Earnings thereon) in reduction of the Outstanding
Amount of such Reset Rate Notes until they are paid in full;


 


SECOND:                                                            to
the Indenture Trustee for amounts due under Section 6.7;


 


THIRD:                                                                       to
the Servicer for due and unpaid Primary Servicing Fees;


 


FOURTH:                                                           to
the Administrator, any due and unpaid Administration Fees;


 


FIFTH:                                                                          pro
rata, based on amounts due and owing:


 


A:                                   to
the Class A Noteholders (other than the noteholders of any class of Reset Rate
Notes if a Swap Agreement with respect to interest payments to be made to such
noteholders is then in effect), for amounts due and unpaid on the Class A Notes
for interest at the applicable Note Rate, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Class A
Notes for such interest;


 


B:                                     if
a Swap Agreement is then in effect for any class of Reset Rate Noteholders with
respect to interest payments to be made to such noteholders, to each Swap
Counterparty, the amount of any Swap Interest Payments due and payable by the
Issuer (other than as paid to that Swap Counterparty under clause FIRST); and


 


C:                                     if
any Swap Agreement with respect to any class of Reset Rate Notes has been
terminated, to the related Swap Counterparty, the amount of any Swap
Termination Payments due to such Swap Counterparty due to a Termination Event
or Event of Default (as defined in the related Swap


 


28





















 


Agreement) resulting from a “Failure to Pay or Deliver” by the Trust
under Section 5(a)(i), a “Cross-Default” as applies to the Trust under Section
5(a)(vi) or a “Bankruptcy” of the Trust under Section 5(a)(vii), each of the related
Swap Agreement.


 


SIXTH:


 


A:                               If
any class of Reset Rate Notes is in Foreign Exchange Mode, pro rata (1) to
the Class A Noteholders (other than the holders of any such class of Reset Rate
Notes then in Foreign Exchange Mode), ratably, an amount sufficient to reduce
the respective principal balance of those Class A Notes to zero, and (2) to the
applicable Currency Swap Counterparties an amount sufficient to reduce the U.S.
Dollar Equivalent Principal Amount of each class of Reset Rate Notes then in Foreign
Exchange Mode to zero; or


 


B:                                 if
all classes of Reset Rate Notes are then denominated in U.S. Dollars, pro rata
to the Class A Noteholders, ratably, an amount sufficient to reduce the
respective principal balance of those Class A Notes to zero;


 


SEVENTH:                                                      to
the Class B Noteholders for amounts due and unpaid on the Class B Notes for
interest at the Class B Note Rate;


 


EIGHTH:                                                                to
the Class B Noteholders, an amount sufficient to reduce the Outstanding
Amount of the Class B Notes to zero;


 


NINTH:                                                                      to
the Servicer, for any unpaid Carryover Servicing Fees;


 


TENTH:                                                                    to
any Swap Counterparties, pro rata, the amount of any Swap Termination Payments
due to such Swap Counterparties by the Issuer and not payable in Clause FIFTH
(C);


 


ELEVENTH:                                               to
the Remarketing Agents, any due and unpaid Remarketing Fees payable by the
Issuer to the extent not previously paid from amounts on deposit in the
Remarketing Fee Account;


 


TWELFTH:                                                  sequentially,
first to the Remarketing Agents, and second to the Administrator for any advances
made on behalf of the Issuer, in each case, for payment of certain costs and
expenses as set forth in Section 3 of the Remarketing Agreement in connection
with the remarketing of any class of Reset Rate Notes not previously reimbursed
by the Issuer; and


 


THIRTEENTH:                                to
the Excess Distribution Certificateholder, any remaining funds.


 


If the Trust has entered into a Currency Swap Agreement and such
Currency Swap Agreement terminates, amounts that would have otherwise been paid
to the related Currency Swap Counterparty (other than amounts payable as a
Termination Payment thereunder) will be used to make payments to the related
class of Reset Rate Noteholders in an amount in the


 


29





















 


applicable non-U.S. Dollar currency, equal to the payment that the
related Currency Swap Counterparty would have made.  If this occurs, the Trust will exchange U.S.
Dollars for the applicable non-U.S. Dollar currency in order to make distributions
on the applicable class of Reset Rate Notes.


 


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


 


SECTION
5.5   Optional Preservation of the Trust Student Loans.  If the Notes have been declared to be due and
payable under Section 5.2 following an Event of Default and such declaration and
its consequences have not been rescinded and annulled, the Indenture Trustee
may, but need not, elect to maintain possession of the Indenture Trust
Estate.  It is the desire of the parties
hereto and the Noteholders that there be at all times sufficient funds for the
payment of principal of and interest on the Notes, and the Indenture Trustee
shall take such desire into account when determining whether or not to maintain
possession of the Indenture Trust Estate. 
In determining whether to maintain possession of the Indenture Trust
Estate, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the sufficiency
of the Indenture Trust Estate for such purpose.


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended that no one or more Noteholders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this indenture to affect, disturb or prejudice the rights of any
other Noteholders or to obtain or to seek to obtain


 


30





















 


priority or preference over any other Noteholders or to enforce any
right under this Indenture, except in the manner herein provided.


 


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


 


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


 


SECTION
5.8   Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder
has instituted any Proceeding to enforce any right or remedy under this
Indenture and such Proceeding has been discontinued or abandoned for any reason
or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.


 


SECTION 5.9  
Rights and Remedies Cumulative. 
No right or remedy herein conferred upon or reserved to the Indenture
Trustee, any Swap Counterparty or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


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


 


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


 


31





















 


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


 


(ii)                                                      subject
to the express terms of Section 5.4, any direction to the Indenture Trustee to
sell or liquidate the Indenture Trust Estate shall be by the Noteholders of not
less than 100% of the Outstanding Amount of the Notes;


 


(iii)                                                   if
the conditions set forth in Section 5.5 have been satisfied and the Indenture
Trustee elects to retain the Indenture Trust Estate pursuant to such Section,
then any direction to the Indenture Trustee by Noteholders of less than 100% of
the Outstanding Amount of the Notes to sell or liquidate the Indenture Trust
Estate shall be of no force and effect; and


 


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


 


provided, however,
that, subject to Section 6.1, the Indenture Trustee need not take any action
that it determines might involve it in liability or might materially adversely
affect the rights of any Noteholders not consenting to such action.


 


SECTION
5.12   Waiver of Past Defaults.  Prior to the time a judgment or decree for
payment of money due has been obtained as described in Section 5.2, the
Noteholders of at least a majority of the Outstanding Amount of the Notes may
waive any past Default and its consequences except a Default (a) in payment
when due of principal of or interest on any of the Notes or (b) in respect of a
covenant or provision hereof which cannot be modified or amended without the
consent of each Noteholder.  In the case
of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall
be restored to their former positions and rights hereunder, respectively; but
no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereto.


 


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


 


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


 


32





















 


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


 


SECTION
5.15   Action on Notes. 
The Indenture Trustee’s right to seek and recover judgment on the Notes
or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture.  Neither the lien of this Indenture nor any
rights or remedies of the Indenture Trustee or the Noteholders shall be
impaired by the recovery of any judgment by the Indenture Trustee against the
Issuer or by the levy of any execution under such judgment upon any portion of
the Indenture Trust Estate or upon any of the assets of the Issuer.  Any money or property collected by the
Indenture Trustee shall be applied in accordance with Section 5.4(b).


 


SECTION
5.16   Performance and Enforcement of Certain Obligations.


 


(a)                              Promptly following a request
from the Indenture Trustee to do so and at the Administrator’s expense, the
Issuer shall take all such lawful action as the Indenture Trustee may request
to compel or secure the performance and observance by the Depositor, SLM ECFC,
VG Funding, the Administrator and the Servicer, as applicable, of each of their
respective obligations to the Issuer, whether directly or by assignment, under
or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the
VG Funding Purchase Agreement, the Administration Agreement and the Servicing
Agreement, respectively, in accordance with the terms thereof, and to exercise
any and all rights, remedies, powers and privileges lawfully available to the
Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase
Agreement, the VG Funding Purchase Agreement, the Administration Agreement and
the Servicing Agreement, as the case may be, to the extent and in the manner
directed by the Indenture Trustee, including the transmission of notices of
default on the part of the Depositor, SLM ECFC, VG Funding, the Administrator
or the Servicer thereunder and the institution of legal or administrative
actions or proceedings to compel or secure performance by the Depositor, SLM
ECFC, VG Funding, the Administrator or the Servicer of each of their
obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG
Funding Purchase Agreement, the Administration Agreement and the Servicing
Agreement, respectively.


 


(b)                             If an Event of Default has
occurred and is continuing, the Indenture Trustee may, and at the written
direction of the Noteholders of 66-2/3% of the Outstanding Amount of the Notes
shall, exercise all rights, remedies, powers, privileges and claims of the
Issuer against the Depositor, SLM ECFC, VG Funding, the Administrator or the
Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase
Agreement, the VG Funding Purchase Agreement, the Administration Agreement and
the Servicing Agreement, respectively, including the right or power to take any
action to compel or secure performance or observance by the Depositor, SLM
ECFC, VG Funding, the Administrator or the Servicer of each of their
obligations to the Issuer thereunder, whether directly or by assignment, and to
give any consent,


 


33





















 


request, notice, direction, approval, extension or waiver under the
Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase
Agreement, the Administration Agreement and the Servicing Agreement,
respectively, and any right of the Issuer to take such action shall be
suspended.


 


ARTICLE VI



The Indenture Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)                                                   the
Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 5.11.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                             Before the Indenture Trustee
acts or refrains from acting, it may require and shall be entitled to receive
an Officers’ Certificate of the Issuer and/or an Opinion of Counsel.  The Indenture Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.


 


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


 


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


 


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


 


SECTION
6.3   Individual Rights of Indenture Trustee.  The Indenture Trustee in its individual or
any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuer or its Affiliates with the same rights it would have if it
were not


 


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Indenture
Trustee.  Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like
rights.  However, the Indenture Trustee
must comply with Sections 6.11 and 6.12.


 


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


 


SECTION
6.5   Notice of Defaults. 
If a Default occurs and is continuing and if it is either actually known
or written notice of the existence thereof has been delivered to a Responsible
Officer of the Indenture Trustee, the Indenture Trustee shall mail notice of
the Default to each Noteholder and any Swap Counterparty within 90 days and to
each Rating Agency as soon as practicable within 30 days after it occurs.  Except in the case of a Default in payment of
principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of
Noteholders and any Swap Counterparty. 
Except as provided in the first sentence of this Section 6.5, in no
event shall the Indenture Trustee be deemed to have knowledge of a Default or
an Event of Default.


 


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


 


SECTION
6.7   Compensation and Indemnity.  The Issuer shall cause the Depositor to pay
to the Indenture Trustee reasonable compensation for its services in accordance
with a separate agreement between the Depositor and the Indenture Trustee and
shall cause the Depositor to reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it as provided in such separate
agreement.  The Indenture Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Issuer shall cause
the Administrator to indemnify the Indenture Trustee and its directors,
officers, employees and agents against any and all loss, liability or expense
(including attorneys’ fees) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder and
under the other Basic Documents.  The
Indenture Trustee shall notify the Issuer and the Administrator promptly of any
claim for which it may seek indemnity. 
Failure by the Indenture Trustee to so notify the Issuer and the
Administrator shall not relieve the Issuer or the


 


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Administrator of its
obligations hereunder and under the other Basic Documents.  The Issuer shall cause the Administrator to
defend the claim and the Administrator shall not be liable for the legal fees
and expenses of the Indenture Trustee after it has assumed such defense; provided,
however, that, in the event that there may be a conflict between the
positions of the Indenture Trustee and the Administrator in conducting the
defense of such claim, the Indenture Trustee shall be entitled to separate
counsel acceptable to it in its sole discretion the reasonable fees and
expenses of which shall be paid by the Administrator on behalf of the
Issuer.  Neither the Issuer nor the
Administrator need reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee’s own willful misconduct, negligence or bad faith.


 


The Issuer’s payment obligations to the Indenture Trustee pursuant to
this Section shall survive the discharge of this Indenture.  When the Indenture Trustee incurs expenses
after the occurrence of a Default specified in Section 5.1(iv) or (v) with
respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or similar law.


 


SECTION
6.8   Replacement of Indenture Trustee.  No resignation or removal of the Indenture
Trustee and no appointment of a successor Indenture Trustee shall become
effective until the acceptance of appointment by the successor Indenture
Trustee pursuant to this Section 6.8. 
The Indenture Trustee may resign at any time by so notifying the
Issuer.  The Noteholders of at least a
majority in Outstanding Amount of the Notes may remove the Indenture Trustee by
so notifying the Indenture Trustee and may appoint a successor Indenture
Trustee.  The Issuer shall remove the
Indenture Trustee if:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
6.10   Appointment of Co-Trustee or Separate Trustee.


 


(a)                              Notwithstanding any other
provisions of this Indenture, at any time, for the purpose of meeting any legal
requirement of any jurisdiction in which any part of the Indenture Trust Estate
may at the time be located, the Indenture Trustee shall have the power and may
execute and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Indenture Trust Estate, and to vest in such Person or Persons,
in such capacity and for the benefit of the Noteholders, such title to the
Indenture Trust Estate, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Indenture Trustee may consider necessary or desirable.  No such appointment shall relieve the
Indenture Trustee of its obligations hereunder. 
No co-trustee or separate trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8 hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
6.11   Eligibility; Disqualification.  The Indenture Trustee shall at all times
satisfy the requirements of TIA § 310(a), the requirements of an “eligible
lender” under 20 USC § 1085(d) and the requirements of Rule 3a-7(4)(i)
of the General Rules and Regulations under the Investment Company Act of 1940,
as amended.  The Indenture Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition and it shall have a long-term
senior unsecured debt rating of not less than investment grade by each of the
Rating Agencies.  The Indenture Trustee
shall comply with TIA § 310(b), including the optional provision permitted by
the second sentence of 


 


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TIA § 310(b)(9); provided,
however, that there shall be excluded from the operation of TIA §
310(b)(1) any indenture or indentures under which other securities of the
Issuer are outstanding if the requirements for such exclusion set forth in TIA
§ 310(b)(1) are met.


 


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


 


ARTICLE VII



Noteholders’ Lists and Reports


 


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


 


SECTION
7.2   Preservation of Information; Communications to Noteholders.    The Indenture Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of the
Noteholders contained in the most recent list furnished to the Indenture
Trustee as provided in Section 7.1 and the names and addresses of Noteholders
received by the Indenture Trustee in its capacity as Note Registrar.  The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.1 upon receipt of a new list so
furnished.


 


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


 


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


 


(c)                              On each Distribution Date the
Indenture Trustee shall provide to each Noteholder of record as of the related
Record Date the information provided by the Administrator to the Indenture
Trustee on the related Determination Date pursuant to Section 2.11 of the
Administration Agreement.


 


(d)                             The Indenture Trustee shall
furnish to the Noteholders promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands,


 


40





















 


certificates, financial statements and any other instruments furnished
to the Indenture Trustee under the Basic Documents.  The Indenture Trustee shall furnish to the
Noteholders promptly upon receipt thereof from the Eligible Lender Trustee
notice of any amendment of the Administration Agreement pursuant to Section 8.5
of the Administration Agreement.


 


SECTION
7.3   Reports by Issuer.


 


(a)                              The Issuer shall:


 


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


 


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


 


(iii)                                                   supply
to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to
all Noteholders described in TIA § 313(c)) such summaries of any information,
documents and reports required to be filed by the Issuer pursuant to clauses
(i) and (ii) of this Section 7.3(a) as may be required by rules and regulations
prescribed from time to time by the Commission.


 


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


 


ARTICLE VIII



Accounts, Disbursements and Releases


 


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


 


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SECTION
8.2   Trust Accounts.  (a)  On
or prior to the Closing Date, the Issuer shall cause the Administrator to
establish and maintain, in the name of the Indenture Trustee, for the benefit
of the Noteholders, any Swap Counterparty and the Trust, the Trust Accounts as
provided in Section 2.3 of the Administration Agreement.


 


(b)                             On or before the Business Day
immediately preceding each Distribution Date, all Available Funds and amounts
set forth in paragraph (a)(2) of the definition of Available Funds with respect
to the preceding Collection Period will be deposited in the Collection Account
as provided in Section 2.4 of the Administration Agreement.  On or before each Distribution Date, the Indenture
Trustee (or any other Paying Agent) shall make the required deposits and
distributions as provided in Sections 2.7 and 2.8 of the Administration
Agreement.


 


(c)                              During the Supplemental Purchase
Period, the Indenture Trustee shall withdraw funds as directed by the
Administrator pursuant to Section 2.10(k) of the Administration Agreement for
the purchase of Additional Trust Student Loans.


 


(d)                             During the Consolidation Loan
Add-On Period, the Indenture Trustee shall withdraw funds as directed by the
Administrator pursuant to 2.10(l) of the Administration Agreement for the
funding of Add-On Consolidation Loans.


 


(e)                              On the Business Day immediately
following the end of the Supplemental Purchase Period, the Indenture Trustee
shall transfer any amounts remaining in the Supplemental Purchase Account at
the end of the Supplemental Purchase Period into the Collection Account, as
directed by the Administrator.


 


(f)                                On the Business Day immediately
following the end of the Consolidation Loan Add-On Period, the Indenture
Trustee shall transfer any amounts remaining in the Add-On Consolidation Loan
Account into the Collection Account, as directed by the Administrator.


 


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


 


(b)                             Subject to Section 6.1(c), the
Indenture Trustee shall not in any way be held liable for the selection of
Eligible Investments or by reason of any insufficiency in any of the Trust
Accounts resulting from any loss on any Eligible Investment included therein except
for losses attributable to the Indenture Trustee’s failure to make payments on
such Eligible Investments


 


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issued by the Indenture Trustee, in its commercial capacity as
principal obligor and not as trustee, in accordance with their terms.


 


(c)                              If (i) the Issuer shall have
failed to give investment directions for any funds on deposit in the Trust
Accounts to the Indenture Trustee by 10:00 a.m. 
Eastern Time (or such other time as may be agreed by the Issuer and
Indenture Trustee) on any Business Day; or (ii) a Default shall have occurred
and be continuing with respect to the Notes but the Notes shall not have been
declared due and payable pursuant to Section 5.2, or, if such Notes shall have
been declared due and payable following an Event of Default, amounts collected
or receivable from the Indenture Trust Estate are being applied in accordance
with Section 5.5 as if there had not been such a declaration; then the
Indenture Trustee shall invest and reinvest funds in the Trust Accounts in the
Eligible Investments described in clause (d) of the definition thereof.


 


SECTION
8.4   Release of Indenture Trust Estate.  (a)  Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when
required by the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture
Trustee’s interest in the same, in a manner and under circumstances that are
not inconsistent with the provisions of this Indenture.  No party relying upon an instrument executed
by the Indenture Trustee as provided in this Article VIII shall be bound to
ascertain the Indenture Trustee’s authority, inquire into the satisfaction of
any conditions precedent or see to the application of any moneys.


 


(b)                             The Indenture Trustee shall, at
such time as there are no Notes Outstanding and all sums due the Indenture
Trustee pursuant to Section 6.7 have been paid, subject to the interest therein
of any Swap Counterparty, release any remaining portion of the Indenture Trust
Estate that secured the Notes from the lien of this Indenture and release to
the Issuer or any other Person entitled thereto any funds then on deposit in
the Trust Accounts.  The Indenture
Trustee shall release property from the lien of this Indenture pursuant to this
Section 8.4(b) only upon receipt of an Issuer Request accompanied by an
Officers’ Certificate of the Issuer, an Opinion of Counsel and (if required by
the TIA) Independent Certificates in accordance with TIA §§ 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.


 


(c)                              Each Noteholder, by the
acceptance of a Note, acknowledges that from time to time the Indenture Trustee
shall release the lien of this Indenture on any Trust Student Loan to be sold
(i) to the Depositor in accordance with Section 6 of the Sale Agreement, (ii)
to the Servicer in accordance with Section 3.5 of the Servicing Agreement,
(iii) to VG Funding (or the seller from which VG Funding originally purchased
such Trust Student Loan), to SLM ECFC or to another Affiliate of SLM
Corporation in accordance with Section 3.11F. of the Servicing Agreement, (iv)
to another eligible lender holding one or more Serial Loans with respect to
such Trust Student Loan, (v) to VG Funding in accordance with Section 6 of the
VG Funding Purchase Agreement or (vi) to SLM ECFC in accordance with Section 6
of the SLM ECFC Purchase Agreement, and each Noteholder, by the acceptance of a
Note, consents to any such release.


 


SECTION
8.5   Opinion of Counsel. 
The Indenture Trustee shall receive at least seven days’ notice when
requested by the Issuer to take any action pursuant to Section 8.4(a),
accompanied by copies of any instruments involved, and the Indenture Trustee
shall also require,


 


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except in connection
with any action contemplated by Section 8.4(c), as a condition to such action,
an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee,
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking
of such action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders or
any Swap Counterparty in contravention of the provisions of this Indenture; provided,
however, that such Opinion of Counsel shall not be required to express
an opinion as to the fair value of the Indenture Trust Estate.  Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in
connection with any such action.


 


ARTICLE IX



Supplemental Indentures


 


SECTION
9.1   Supplemental Indentures Without Consent of Noteholders.


 


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


 


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


 


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


 


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


 


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


 


(v)                                                     to
cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision
herein or in any supplemental indenture or to make any other provisions with
respect to matters or questions arising under this Indenture or in any
supplemental indenture; provided that such action shall not materially adversely
affect the interests of the Noteholders or any Swap Counterparty;


 


(vi)                                                  to
evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the


 


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provisions of this Indenture as
shall be necessary to facilitate the administration of the trusts hereunder by
more than one trustee, pursuant to the requirements of Article VI; or


 


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


 


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


 


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


 


SECTION
9.2   Supplemental Indentures with Consent of Noteholders.


 


(a)                              The Issuer and the Indenture
Trustee, when authorized by an Issuer Order, also may, with prior notice to any
Swap Counterparty and the Rating Agencies and with the consent of the
Noteholders of at least a majority of the Outstanding Amount of the Notes, by
Act of such Noteholders delivered to the Issuer and the Indenture Trustee,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Noteholders under this Indenture;  provided,
however, that no such supplemental indenture shall, without the consent
of the Noteholder of each Outstanding Note affected thereby:


 


(i)                                                         change
the date of payment of any installment of principal of or interest on any Note,
or reduce the principal amount thereof, the interest rate thereon or the
Redemption Price with respect thereto, change the provisions of this Indenture
relating to the application of collections on, or the proceeds of the sale of,
the Indenture Trust Estate to payment of principal of or interest on the Notes,
or change any place of payment where, or the coin or currency in which, any
Note or the interest thereon is payable (other than pursuant to the terms and
conditions of the Reset Rate Notes or pursuant to the Reset Rate Note
Procedures set forth in Appendix A-2 to this Indenture) or impair the right to
institute suit for the enforcement of the provisions of this Indenture
requiring the application of funds available therefor, as provided in Article
V, to the payment of any such amount due on the Notes on or after the
respective due dates thereof (or, in the case of redemption, on or after the
Redemption Date);


 


(ii)                                                      reduce
the percentage of the Outstanding Amount of the Notes, the consent of the
Noteholders of which is required for any such supplemental indenture, or the


 


45





















 


consent of the Noteholders of
which is required for any waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences provided for in
this Indenture;


 


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


 


(iv)                                                  reduce
the percentage of the Outstanding Amount of the Notes required to direct the
Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust
Estate pursuant to Section 5.4;


 


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


 


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


 


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


 


provided,
however, that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any Swap
Counterparty.


 


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


 


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


 


SECTION
9.3   Execution of Supplemental Indentures.  In executing, or permitting the additional
trusts created by, any supplemental indenture permitted by this Article IX or
the modifications thereby of the trusts created by this Indenture, the
Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and
6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Indenture Trustee may,
but shall not be obligated


 


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


 


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


 


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


 


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


 


ARTICLE X



Redemption of Notes


 


SECTION
10.1   Redemption.  The
Indenture Trustee shall, upon receipt of written notice from the Servicer
pursuant to Section 6.1(b) of the Administration Agreement, give prompt written
notice to the Noteholders of the occurrence of such event.  In the event that the assets of the Trust are
sold pursuant to Section 6.1(a) of the Administration Agreement, that portion
of the amounts on deposit in the Trust Accounts to be distributed to the
Noteholders shall be paid to the Noteholders as provided in Sections 2.7 and
2.8 of the Administration Agreement.  If
amounts are to be paid to Noteholders pursuant to this Section 10.1, the notice
of such event from the Indenture Trustee to the Noteholders shall include
notice of the redemption of Notes by application of such amounts on the next
Distribution Date which is not sooner than 15 days after the date of such
notice (the “Redemption Date”), whereupon all such amounts shall be payable on
the Redemption Date.


 


SECTION
10.2   Form of Redemption Notice.  Notice of redemption under Section 10.1 shall
be given by the Indenture Trustee by first-class mail, postage prepaid, or by
facsimile, mailed or transmitted on or prior to the applicable Redemption Date
to each Noteholder, as of the close of business on the Record Date preceding
the applicable Redemption Date, at such Noteholder’s address or facsimile
number appearing in the Note Register.


 


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All notices of redemption shall state:


 


(i)                                                         the
Redemption Date;


 


(ii)                                                      the
Redemption Price; and


 


(iii)                                                   the
place where such Notes are to be surrendered for payment of the Redemption
Price (which shall be the office or agency of the Issuer to be maintained as
provided in Section 3.2).


 


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


 


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


 


ARTICLE XI



Miscellaneous


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                             (i)                                 Prior to the deposit of any
Collateral or other property or securities with the Indenture Trustee that is
to be made the basis for the release of any property or securities subject to
the lien of this Indenture, the Issuer shall, in addition to any obligation
imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the
Indenture Trustee and the Rating Agencies an Officers’ Certificate of the
Issuer certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.


 


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


 


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


 


(iv)                                                  Whenever
the Issuer is required to furnish to the Indenture Trustee an Officers’
Certificate of the Issuer certifying or stating the opinion of any signer
thereof as to the matters described in clause (iii) above, the Issuer shall
also furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property, other than property as contemplated by clause (v) below, or
securities released from the lien of this Indenture since the commencement of
the then-current calendar year, as set forth in the certificates required by
clause (iii) above and this clause (iv), equals 10% or more of the Outstanding
Amount of the Notes, but such certificate need not be furnished in the case of
any release of property or securities if the fair value thereof as set forth in
the related Officers’ Certificate is less than $25,000 or less than one percent
of the then Outstanding Amount of the Notes.


 


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(v)                                                     Notwithstanding
Section 2.9 or any other provision of this Section, the Issuer may, without
compliance with the requirements of the other provisions of this Section, (A)
collect, liquidate, sell or otherwise dispose of Trust Student Loans as and to
the extent permitted or required by the Basic Documents, (B) make cash payments
out of the Trust Accounts as and to the extent permitted or required by the
Basic Documents and (C) convey to the Depositor, the Servicer or another
eligible lender those specified Trust Student Loans as and to the extent
permitted or required by and in accordance with Section 8.4(c) hereof and
Section 6 of the Sale Agreement, Section 3.5 of the Servicing Agreement or
Section 3.11E of the Servicing Agreement, respectively, so long as the Issuer
shall deliver to the Indenture Trustee every six months, commencing
December 31, 2005, an Officers’ Certificate of the Issuer stating that all
the dispositions of Collateral described in clauses (A), (B) or (C) above that
occurred during the immediately preceding six calendar months were in the
ordinary course of the Issuer’s business and that the proceeds thereof were
applied in accordance with the Basic Documents.


 


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


 


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


 


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


 


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


 


50





















 


truth and accuracy of any statement or opinion contained in any such
document as provided in Article VI.


 


SECTION
11.3   Acts of Noteholders. 
(a)  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents duly
appointed in writing; and except as herein otherwise expressly provided such
action shall become effective when such instrument or instruments are delivered
to the Indenture Trustee, and, where it is hereby expressly required, to the
Issuer.  Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Noteholders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided
in this Section.


 


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


 


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


 


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


 


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


 


(a)                              The Indenture Trustee by any
Noteholder, the Servicer, the Administrator or by the Issuer shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Indenture Trustee at its Corporate Trust Office with a copy
to: Deutsche Bank Trust Company Americas, 60 Wall Street, 26th
Floor, Mailstop NYC 60-2606, New York, New York 10005, Attention: Trust &
Securities Services/Structured Finance Services.


 


(b)                             The Issuer by the Indenture
Trustee or by any Noteholder shall be sufficient for every purpose hereunder if
in writing and mailed, first-class, postage prepaid, to the Issuer addressed
to: SLM Student Loan Trust 2005-7, in care of Chase Bank USA, National
Association, Christiana Center/OPS4, 500 Stanton Christiana Road, Newark,  Delaware 19713, Attention:  Corporate Trust Department; with copies to
JPMorgan Chase Bank, N.A., 450 West 33rd Street 15th Fl., New York, New York
10001, Attention:  Structured Finance
Services; and the Administrator, 12061 Bluemont Way, V3419, Reston, Virginia,
20190, Attention: ABS Trust Administration, or any other address previously
furnished in writing to the Indenture Trustee by


 


51





















 


the Issuer or the Administrator. 
The Issuer shall promptly transmit any notice received by it from the
Noteholders to the Indenture Trustee.


 


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


 


Notices to any Swap Counterparty shall be sent to the addresses set
forth in the related Swap Agreement, respectively or such other addresses as
may be designated by written notice to the parties to this Indenture.


 


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


 


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


 


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


 


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


 


SECTION
11.6   Alternate Payment and Notice Provisions.  Notwithstanding any provision of this
Indenture or any of the Notes to the contrary, the Issuer may enter into any
agreement with any Noteholder providing for a method of payment, or notice by
the Indenture Trustee or any Paying Agent to such Noteholder, that is different
from the methods provided for


 


52





















 


in this Indenture
for such payments or notices.  The Issuer
will furnish to the Indenture Trustee a copy of each such agreement and the
Indenture Trustee will cause payments to be made and notices to be given in
accordance with such agreements.


 


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


 


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


 


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


 


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


 


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


 


SECTION
11.11   Benefits of Indenture. 
(a)  Except as set forth in paragraphs (b) and (c) below,
nothing in this Indenture or in the Notes, express or implied shall give to any
person, other than the parties hereto and their successors hereunder, the
Noteholders, any other party secured hereunder, and any other Person with an
ownership interest in any part of the Indenture Trust Estate, any benefit or
any legal or equitable right, remedy or claim under this Indenture.


 


(b)                             The parties to this Indenture
acknowledge and agree that each Swap Counterparty is an intended third party
beneficiary of this Indenture to the extent of its rights hereunder and under
the related Swap Agreement entered into by the Issuer from time to time and
shall be entitled to enforce such rights.


 


(c)                              The parties to this Indenture
acknowledge and agree that SLM Corporation, and any permitted transferee, if
applicable, is an intended third party beneficiary of this Indenture to the
extent of its rights with respect to the Call Option as set forth in Section 7
of Appendix A-2 hereto and shall be entitled to enforce such rights.


 


SECTION 11.12  
Legal Holidays.  In any case where
the date on which any payment is due shall not be a Business Day, then
(notwithstanding any other provision of the Notes or this Indenture) payment
need not be made on such date, but may be made on the next


 


53





















 


succeeding Business
Day with the same force and effect as if made on the date on which nominally
due, and no interest shall accrue for the period from and after any such
nominal date.


 


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


 


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


 


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


 


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


 


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


 


54





















 


Trustee to file any
claim in, or otherwise take any action with respect to, any insolvency
proceeding that was instituted against the Issuer by any Person other than the
Indenture Trustee.


 


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


 


SECTION
11.19   Subordination. 
All rights and interest of any Currency Swap Counterparty in the
security interest granted to the Indenture Trustee under this Indenture shall
be fully subordinated to the interests of the Noteholders.  No Currency Swap Counterparty shall have any
rights, implied or otherwise, in the Collateral until after the Outstanding
Amount of the Notes has been reduced to zero and the Noteholders have been paid
all amounts owed to them under this Indenture. 
Notwithstanding the foregoing, the provisions of this Section 11.19
shall not modify or otherwise affect the contractual priority of payments set
forth in Section 5.4(b) hereof or Section 2.8 of the Administration
Agreement.  More specifically, no
Currency Swap Counterparty shall have any voting rights or rights to exercise
any remedies under this Indenture until after the Outstanding Amount of the
Notes has been reduced to zero and the Noteholders have been paid all amounts
owed to them under this Indenture.  After
the Outstanding Amount of the Notes has been reduced to zero and the
Noteholders have been paid all amounts owed to them under this Indenture, each
Currency Swap Counterparty shall have all of the rights and obligations,
including all voting rights, of the Noteholders set forth in this Indenture.


 


55





















 


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


 


	
   

  	
  SLM STUDENT LOAN
  TRUST 2005-7

  
	
   

  	
   

  
	
   

  	
  By: 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS,

  
	
   

  	
  not in its
  individual capacity but solely

  
	
   

  	
  as Indenture
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  	
  MICHELE H.Y. VOON

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michele H.Y. Voon

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice
  President

  
						



 


56





















APPENDIX A-1


 


DEFINITIONS AND USAGE


Series 2005-7


 


Usage


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)                                    All
dollar amounts calculated hereunder shall be rounded to the nearest penny with
one-half of one penny, pence, cent, or other equivalent currency unit.


 


1





















 


Definitions


 


“30/360” means that interest is calculated on the basis of a
360-day year consisting of twelve 30-day months.


 


“91-day Treasury Bill Rate” means, for any relevant Interest
Rate Determination Date, prior to each Interest Rate Change Date, the rate
equal to the weighted average per annum discount rate (expressed as a bond
equivalent yield and applied on a daily basis) for direct obligations of the
United States with a maturity of thirteen weeks (“91-day Treasury Bills”) sold
at the applicable 91-day Treasury Bill auction, as published in H.15(519) or
otherwise or as reported by the U.S. Department of the Treasury.  In the event that the results of the auctions
of 91-day Treasury Bills cease to be published or reported as provided above,
or that no 91-day Treasury Bill auction is held in a particular week, then the
91-day Treasury Bill Rate in effect as a result of the last such publication or
report will remain in effect until such time, if any, as the results of
auctions of 91-day Treasury Bills will again be so published or reported or
such auction is held, as the case may be. 
The 91-day Treasury Bill Rate will be subject to a Lock-In Period of six
Business Days.


 


“Accrual Period” means, with respect to a Distribution Date and
(i) each class of Notes bearing a floating rate of interest (including, without
limitation, the Floating Rate Notes and any class of Reset Rate Notes that
bears interest at a floating rate), the period from and including the
immediately preceding Distribution Date for such class of Notes to but excluding
the then-current Distribution Date, or in the case of the initial such period
for such class of Notes, the period from and including the Closing Date to and
including October 24, 2005; provided that if more than one Interest Rate
Change Date occurs for any class of Reset Rate Notes while bearing a floating
rate of interest within any given Accrual Period, the rate of interest for the
entire Accrual Period shall be as specified in the relevant Remarketing Terms
Notice; and (ii) any class of Reset Rate Notes bearing a fixed rate of interest
and (x) denominated in U.S. Dollars, the period from and including the 25th day
of the month of the last applicable Distribution Date, to and including the
24th day of the month of the then-current applicable Distribution Date for such
class of Reset Rate Notes, or (y) denominated in a currency other than U.S.
Dollars, (A) the period from and including the 25th day of the month of the
last applicable Distribution Date, to and including the 24th day of the month
of the then-current applicable Distribution Date or (B) as otherwise specified
on the Schedule A for the Reset Rate Notes; provided, however, that the initial
Accrual Period for the Class A-3 Notes will begin on the Closing Date and end
on October 24, 2005 and will consist of 74 days.


 


“Accumulation Account” means each account designated as such,
established and maintained pursuant to Section 2.3(j) of the Administration
Agreement.


 


“Act” means the Securities Act of 1933, as amended.


 


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


 


2





















 


“Actual/365 (fixed)” means that interest is calculated on the
basis of the actual number of days elapsed in a year of 365 days, regardless of
whether accrual or payment occurs in a leap year.


 


“Actual/Actual (accrual basis)” means that interest is
calculated on the basis of the actual number of days elapsed in a year of 365
days, or 366 days for every day in a leap year.


 


“Actual/Actual (ISMA)” means a calculation in accordance with
the definition of “Actual/Actual” adopted by the International Securities
Market Association (“ISMA”), which means that interest is calculated on the
following basis:


 


(1)                                  where
the number of days in the relevant Accrual Period is equal to or shorter than
the Determination Period during which such Accrual Period ends, the number of
days in such Accrual Period divided by the product of (A) the number of days in
such Determination Period and (B) the number of Distribution Dates that would
occur in one calendar year; or


 


(2)                                  where
the Accrual Period is longer than the Determination Period during which the
Accrual Period ends, the sum of:


 


(A)                              the
number of days in such Accrual Period falling in the Determination Period in
which the Accrual Period begins divided by the product of (x) the number of
days in such Determination Period and (y) the number of Distribution Dates that
would occur in one calendar year; and


 


(B)                                the
number of days in such Accrual Period falling in the next Determination Period
divided by the product of (x) the number of days in such Determination Period
and (y) the number of Distribution Dates that would occur in one calendar year;


 


where “Determination Period” means the period from and including
one Calculation Date to but excluding the next Calculation Date and “Calculation
Date” means, in each year, each of those days in the calendar year that are
specified herein as being the scheduled Distribution Dates.


 


“Actual/Actual (payment basis)” means that interest is
calculated on the basis of the actual number of days elapsed in a year of 365
days if the interest period ends in a non-leap year, or 366 days if the
interest period ends in a leap year, as the case may be.


 


“Add-On Consolidation Loan” means an eligible education loan,
which, pursuant to the Higher Education Act and at the election of the
borrower, is added to such borrower’s existing Consolidation Loan.


 


“Add-On Consolidation Loan Account” means an account designated
as such, established and maintained pursuant to Section 2.3(a) of the
Administration Agreement.


 


“Add-On Consolidation Loan Account Initial Deposit” means
$20,000,000.


 


3





















 


“Additional Bill of Sale” has the meaning specified in each of
the Purchase Agreements or the Sale Agreement, as applicable.


 


“Additional Purchase Agreement” has the meaning specified in
each of the Purchase Agreements, as applicable.


 


“Additional Sale Agreement” has the meaning specified in the
Sale Agreement.


 


“Additional Trust Student Loan” means each Eligible Loan
purchased by the Trust during the Supplemental Purchase Period from the
Depositor pursuant to Section 3.2 of the Sale Agreement and each related
Additional Sale Agreement.


 


“Adjusted Pool Balance” means, for any Distribution Date, (a) if
the Pool Balance as of the last day of the related Collection Period is greater
than 40% of the Initial Pool Balance, the sum of that Pool Balance, Capitalized
Interest, the amount, if any, on deposit in the Add-On Consolidation Loan
Account (excluding amounts in such account that will become Available Funds on
the next Distribution Date) and the Specified Reserve Account Balance for that
Distribution Date, or (b) if the Pool Balance as of the last day of the related
Collection Period is less than or equal to 40% of the Initial Pool Balance, the
sum of that Pool Balance and Capitalized Interest.


 


“Administration Agreement” means the Administration Agreement,
dated as of August 11, 2005, among the Administrator, the Servicer, the
Depositor, the Trust and the Eligible Lender Trustee.


 


“Administration Fees” has the meaning specified in Section 2.14
of the Administration Agreement.


 


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


 


“Administrator Default” has the meaning specified in Section 5.1
of the Administration Agreement.


 


“Administrator’s Certificate” means an Officers’ Certificate of
the Administrator delivered pursuant to Section 3.1(c) of the Administration
Agreement.


 


“Administrator’s Officers’ Certificate” means any Officers’
Certificate of the Administrator delivered pursuant to Section 3.1(b) of the
Administration Agreement.


 


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


 


4





















 


“All-Hold Rate” means, if an applicable class of Reset Rate
Notes is denominated in U.S. Dollars during the then-current Reset Period and
the immediately following Reset Period, the applicable Index plus or minus the
applicable Spread (if such class of Reset Rate Notes is in floating rate mode)
or the applicable fixed rate, which may be expressed as the fixed rate pricing
benchmark plus or minus a spread (if such class of Reset Rate Notes is in fixed
rate mode), that the Remarketing Agents, in consultation with the
Administrator, determine will be effective, unless the related Call Option is
exercised, in the event that 100% of the holders of the applicable class of
Reset Rate Notes choose to hold their class of Reset Rate Notes for the
upcoming Reset Period.  The All-Hold Rate
shall be a rate that the Remarketing Agents, in consultation with the
Administrator, determine based upon then-existing market conditions.


 


“Authenticating Agents” means any agent subsequently appointed
with respect to the Reset Rate Notes and/or JPMorgan Chase Bank National
Association, in respect of the Excess Distribution Certificate.


 


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


 


“Available Funds” means, as to a Distribution Date or any
related Monthly Servicing Payment Date, the sum of the following amounts
received with respect to the related Collection Period or, in the case of a
Monthly Servicing Payment Date, the applicable portion of these amounts:


 


(a)                                  all
collections received by the Servicer on the Trust Student Loans, including any
Guarantee Payments received on the Trust Student Loans, but net of:


 


(1)                                  any
collections in respect of principal on the Trust Student Loans applied by the
Trust to repurchase guaranteed loans from the Guarantors under the Guarantee
Agreements, and


 


5





















 


(2)                                  amounts
required by the Higher Education Act to be paid to the Department or to be
repaid to borrowers, whether or not in the form of a principal reduction of the
applicable Trust Student Loan, on the Trust Student Loans for that Collection
Period, including Consolidation Loan rebate fees, if any;


 


(b)                                 any Interest Subsidy Payments and Special Allowance
Payments with respect to the Trust Student Loans during that Collection Period;


 


(c)                                  all Liquidation Proceeds from any Trust Student Loans
which became Liquidated Student Loans during that Collection Period in
accordance with the Servicer’s customary servicing procedures, net of expenses
incurred by the Servicer related to their liquidation and any amounts required
by law to be remitted to the borrowers on the Liquidated Student Loans, and all
Recoveries on Liquidated Student Loans which were written off in prior
Collection Periods or during that Collection Period;


 


(d)                                 the aggregate Purchase Amounts received during that
Collection Period for those Trust Student Loans repurchased by the Depositor or
purchased by the Servicer or for Trust Student Loans sold to another eligible
lender pursuant to Section 3.11E of the Servicing Agreement;


 


(e)                                  the aggregate Purchase Amounts received during that
Collection Period for those Trust Student Loans repurchased by either of SLM
ECFC or VG Funding;


 


(f)                                    the aggregate amounts, if any, received from any of
SLM ECFC, VG Funding, the Depositor or the Servicer, as the case may be, as
reimbursement of non-guaranteed interest amounts, or lost Interest Subsidy
Payments and Special Allowance Payments, on the Trust Student Loans pursuant to
the Sale Agreement or Section 3.5 of the Servicing Agreement, respectively;


 


(g)                                 amounts received by the Trust pursuant to Sections
3.1 and 3.12 of the Servicing Agreement during that Collection Period as to
yield or principal adjustments;


 


(h)                                 any interest remitted by the Administrator to the
Collection Account prior to such Distribution Date or Monthly Servicing Payment
Date;


 


(i)                                     Investment Earnings for that Distribution Date earned
on amounts on deposit in each Trust Account (other than any Accumulation
Account, any Euro Account, any Pounds Sterling Account or any Other Currency
Account);


 


(j)                                     Investment Earnings actually received by the Trust
for that Distribution Date, earned on amounts on deposit in any Accumulation
Account;


 


(k)                                  amounts transferred from the Remarketing Fee Account
in excess of the sum of the Reset Period Target Amount for that Distribution
Date;


 


(l)                                     amounts transferred from any Investment Premium
Purchase Account in excess of the amount required to be on deposit therein
pursuant to Section 2.10 (e)(ii) of the Administration Agreement;


 


6





















 


(m)                               all amounts on deposit in any Investment Reserve Account not
transferred to the Accumulation Account to offset realized losses on Eligible
Investments as of that Distribution Date;


 


(n)                                 all amounts on deposit in any Supplemental Interest
Account;


 


(o)                                 all amounts received by the Trust from any Swap
Counterparty for deposit into the Collection Account, but only to the extent
paid in U.S. Dollars, for that Distribution Date;


 


(p)                                 on the initial Distribution Date, the Collection
Account Initial Deposit and any amounts transferred into the Collection Account
from the Supplemental Purchase Account following the end of the Supplemental
Purchase Period;


 


(q)                                 on the related Distribution Date, any amounts
transferred from the Add-On Consolidation Loan Account following the end of the
Consolidation Loan Add-On Period;


 


(r)                                    amounts transferred from the Reserve Account in
excess of the Specified Reserve Account Balance for that Distribution Date;


 


(s)                                  on the October 2007 Distribution Date, all funds then
remaining on deposit in the Capitalized Interest Account that are transferred
into the Collection Account on that Distribution Date;


 


provided that if on any Distribution Date there
would not be sufficient funds, after application of Available Funds, as defined
above, and application of amounts available from the Capitalized Interest
Account and the Reserve Account to pay any of the items specified in clauses
(a) through (e) of Section 2.8 of the Administration Agreement (but excluding
clause (e), and including clauses (f) and (g) thereof, in the event that a condition
exists as described in either clause (i) or (ii) of the last paragraph of
Section 2.8 of the Administration Agreement), as set forth in Sections 2.9 and
2.10(a) of the Administration Agreement, relating to such allocations and
distributions, then Available Funds for that
Distribution Date will include, in addition to the Available Funds as defined
above, amounts on deposit in the Collection Account, or amounts held by the
Administrator, or which the Administrator reasonably estimates to be held by the
Administrator, for deposit into the Collection Account on the related
Determination Date which would have constituted Available Funds for the
Distribution Date succeeding that Distribution Date, up to the amount necessary
to pay such items, and the Available Funds for the succeeding Distribution Date
will be adjusted accordingly.


 


“Basic Documents” means the Trust Agreement, the Indenture, the
Servicing Agreement, the Administration Agreement, the Sale Agreement, the SLM
ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Guarantee
Agreements, the Note Depository Agreements, the Remarketing Agreement, any Swap
Agreements (including the Initial Interest Rate Swap Agreement) and other
documents and certificates delivered in connection with any such documents.


 


“Benefit Plan” means (i) an employee benefit plan (as defined in
Section 3(3) of ERISA), whether or not subject to the provisions of Title I of
ERISA, (ii) a plan described in 


 


7





















 


Section
4975(e)(1) of the Code, whether or not subject to Section 4975 of the Code or
(iii) any entity whose underlying assets include plan assets by reason of a
plan’s investment in the entity.


 


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


 


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


 


“Business Day” means (i) with respect to calculating LIBOR of a
specified maturity or GBP-LIBOR of a specified maturity, any day on which banks
in New York, New York and London, England are open for the transaction of
international business and making payments in respect of any class of Reset
Rate Notes denominated in a currency other than U.S. Dollars; (ii) with respect
to calculating EURIBOR of a specified maturity, any day on which TARGET, and
banks in New York, New York and London, England, are open for the transaction
of international business and making payments in respect of any class of Reset
Rate Notes denominated in a currency other than U.S. Dollars; and (iii) for all
other purposes, any day other than a Saturday, a Sunday or a day on which
banking institutions or trust companies in New York, New York or Wilmington,
Delaware are authorized or obligated by law, regulation or executive order to
remain closed.


 


“Call Option” means, the option assigned by the Depositor to SLM
Corporation which may be further assigned by SLM Corporation to one of its
subsidiaries as a permitted transferee (provided, that no such subsidiary shall
possess the Call Option if it at any time owned an interest in any of the Trust
Student Loans) to purchase 100% of a class of Reset Rate Notes in its entirety
as of its related Reset Date, exercisable at a price equal to 100% of the
Outstanding Amount of such class of Reset Rate Notes, less all amounts
distributed to the related Reset Rate Noteholders as a payment of principal in
respect of the related Distribution Date, plus any accrued and unpaid interest
not paid by the Trust in respect of the related Distribution Date, and pursuant
to the terms and conditions set forth in the Reset Rate Note Procedures.


 


“Call Option Notice” means a written notice from the holder of
the Call Option or the Administrator, as applicable, stating its desire to
exercise the Call Option on the related Reset Date, delivered to each Clearing
Agency, the Indenture Trustee, the Remarketing Agents, the Rating Agencies and,
if the related class of Reset Rate Notes is then listed on the Luxembourg Stock
Exchange, the Administrator will forward a copy to the Luxembourg Listing Agent
(the contents of which are to be published in a leading newspaper having
general circulation in Luxembourg).


 


“Call Rate” means, if a Call Option has been exercised with
respect to a class of Reset Rate Notes, the rate of interest that is either (1)
if that class did not have at least one related Swap Agreement in effect during
the previous Reset Period, the floating rate applicable for the most recent
Reset Period during which the Failed Remarketing Rate was not in effect; or (2)
if that class had one or more related Swap Agreements in effect during the
previous Reset Period, the weighted average of the floating rates of interest
that were due to the related Interest Rate Swap Counterparties from the Trust
during the previous Reset Period.  The
Call Rate will continue to


 


8





















 


apply
for each Reset Period while the holder of the Call Option retains that class of
Reset Rate Notes.


 


“Capitalized Interest” means for any Distribution Date through
and including the October 2007 Distribution Date:


 


(a)                                  if neither of the conditions set forth in Section
2.10(a) of the Administration Agreement are in effect, the amount on deposit in
the Capitalized Interest Account on the Distribution Date following
distributions with respect to clauses (d)(1), (d)(2) and (e) of Section 2.8 of
the Administration Agreement, or


 


(b)                                 if either of the conditions set forth in Section
2.10(a) of the Administration Agreement is in effect, the excess, if any, of
(x) the amount on deposit in the Capitalized Interest Account on the
Distribution Date following distributions with respect to clauses (d)(1) and
(d)(2) of Section 2.8 of the Administration Agreement over (y) the Class B
Noteholders’ Interest Distribution Amount.


 


“Capitalized Interest Account” means the account designated as
such, established and maintained pursuant to Section 2.3(h) of the
Administration Agreement.


 


“Capitalized Interest Account Balance” means as of any date of
determination, the amount on deposit in the Capitalized Interest Account
(exclusive of Investment Earnings).


 


“Capitalized Interest Account Initial Deposit” means
$48,000,000.


 


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


 


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

Class A-4 Note or a Class A-5 Note.


 


“Class A Note Interest Shortfall” means, for any Distribution
Date, the excess of (x) the Class A Noteholders’ Interest Distribution Amount
on the preceding Distribution Date, over (y) the amount of interest actually
distributed to the Class A Noteholders or any Currency Swap Counterparty, as
applicable, on the preceding Distribution Date, plus interest on the amount of
that excess, to the extent permitted by law, at the interest rate applicable
for each such class of Notes from the preceding Distribution Date to the
current Distribution Date.


 


“Class A Note Principal Shortfall” means, as of the close of any
Distribution Date, the excess of (i) the Class A Noteholders’ Principal
Distribution Amount on that Distribution Date, over
(ii) the amount of principal actually distributed or allocated to the Class A
Noteholders or deposited into any Accumulation Account on such Distribution
Date.


 


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


 


9





















 


“Class A Noteholders’ Distribution Amount” means, for any
Distribution Date, the sum of the Class A Noteholders’ Interest Distribution
Amount and the Class A Noteholders’ Principal Distribution Amount for that
Distribution Date.


 


“Class A Noteholders’ Interest Distribution Amount” means, for
any Distribution Date, the sum of: (1) the amount of interest accrued at the
Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate or
the Class A-5 Rate as applicable, for the related Accrual Period on the
Outstanding Amount of all classes of Class A Notes on the immediately preceding
Distribution Date(s) after giving effect to all principal distributions to
Class A Noteholders on that preceding Distribution Date or, in the case of the
first Distribution Date, on the Closing Date, and (2) the Class A Note Interest
Shortfall for that Distribution Date.


 


“Class A Noteholders’ Principal Distribution Amount” means, for
any Distribution Date, the Principal Distribution Amount times the Class A
Percentage for that Distribution Date, plus any Class A Note Principal
Shortfall as of the close of business on the preceding Distribution Date; provided
that the Class A Noteholders’ Principal Distribution Amount will not exceed the
Outstanding Amount of the Class A Notes (less all amounts, other than
Investment Earnings, on deposit in any related Accumulation Account).  In addition, on the Maturity Date for any of
the Class A Notes, the principal required to be distributed to the related
Class A Noteholders will include the amount required to reduce the Outstanding
Amount of that class to zero.


 


“Class A Notes” means the Floating Rate Class A Notes and the
Reset Rate Notes.


 


“Class A Percentage” means 100% minus the Class B Percentage.


 


“Class A-1 Maturity Date” means the January 2018 Distribution
Date.


 


“Class A-2 Maturity Date” means the April 2022 Distribution
Date.


 


“Class A-3 Maturity Date” means the July 2025 Distribution Date.


 


“Class A-4 Maturity Date” means the October 2029 Distribution
Date.


 


“Class A-5 Maturity Date” means the January 2040 Distribution
Date.


 


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


 


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


 


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


 


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


 


10





















 


“Class A-5 Noteholder” means a Person in whose name a Class A-5
Note is registered in the Note Register.


 


“Class A-1 Notes” means the $453,000,000 Floating Rate Class A-1
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-1 thereto.


 


“Class A-2 Notes” means the $315,000,000 Floating Rate Class A-2
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-2 thereto.


 


“Class A-3 Notes” means the $266,000,000 Reset Rate Class A-3
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-3 thereto.


 


“Class A-4 Notes” means the $307,339,000 Floating Rate Class A-4
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-4 thereto.


 


“Class A-5 Notes” means the $180,000,000 Reset Rate Class A-5
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture, substantially
in the form of Exhibit A-5 thereto.


 


“Class A-1 Rate” means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.00%, based on an
Actual/360 accrual method.  For the
initial Accrual Period, the Class A-1 Rate shall mean the Initial Accrual Rate
plus 0.00%, based on an Actual/360 accrual method.


 


“Class A-2 Rate” means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.09%, based on an
Actual/360 accrual method.  For the
initial Accrual Period, the Class A-2 Rate shall mean the Initial Accrual Rate
plus 0.09%, based on an Actual/360 accrual method.


 


“Class A-3 Rate” means, for any Accrual Period until and
including the Initial Reset Date for the Class A-3 Notes, 4.41% per annum based
on an 30/360 accrual method.  The
Class-A-3 Rate shall be changed on each related Reset Date to the interest rate
and Day-Count Basis that will be set forth in the notice required to be
delivered by the Administrator and/or the Remarketing Agents on each
Remarketing Terms Determination Date and Spread Determination Date, as
applicable, pursuant to the procedures set forth in the Reset Rate Note
Procedures.


 


“Class A-4 Rate” means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.15%, based on an
Actual/360 accrual method.  For the
initial Accrual Period, the Class A-4 Rate shall mean the Initial Accrual Rate
plus 0.15%, based on an Actual/360 accrual method.


 


11





















 


“Class A-5 Rate” means, for any Accrual Period (other than the
initial Accrual Period) until and including the Initial Reset Date for the
Class A-5 Notes, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.09%, based on an
Actual/360 accrual method.  For the
initial Accrual Period, the Class A-5 Rate shall mean the Initial Accrual Rate
plus 0.09%, based on an Actual/360 accrual method.


 


“Class B Maturity Date” means the January 2040 Distribution
Date.


 


“Class B Note Interest Shortfall” means, with respect to any
Distribution Date, (1) the excess of (i) the Class B Noteholders’ Interest
Distribution Amount on the preceding Distribution Date, over (ii) the amount of
interest actually distributed to the Class B Noteholders on such preceding
Distribution Date, plus (2) interest on the amount of such excess interest due
to the Class B Noteholders, to the extent permitted by law, at the Class B Rate
from such preceding Distribution Date to the current Distribution Date.


 


“Class B Note Principal Shortfall” means, as of the close of any
Distribution Date, the excess of (i) the Class B Noteholders’ Principal
Distribution Amount on such Distribution Date over (ii) the amount of principal
actually distributed to the Class B Noteholders on such Distribution Date.


 


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


 


“Class B Noteholders’ Distribution Amount” means, for any
Distribution Date, the sum of the Class B Noteholders’ Interest Distribution
Amount and the Class B Noteholders’ Principal Distribution Amount for that
Distribution Date.


 


“Class B Noteholders’ Interest Distribution Amount” means, for
any Distribution Date, the sum of (1) the amount of interest accrued at the
Class B Rate for the related Accrual Period on the Outstanding Amount of the
Class B Notes on the immediately preceding Distribution Date(s) (or, in the
case of the first Distribution Date, the Closing Date), after giving effect to
all principal distributions to Class B Noteholders on that preceding
Distribution Date, and (2) the Class B Note Interest Shortfall for that
Distribution Date.


 


“Class B Noteholders’ Principal Distribution Amount” means, for
any Distribution Date, the Principal Distribution Amount times the Class B
Percentage for that Distribution Date, plus any Class B Note Principal
Shortfall as of the close of business on the preceding Distribution Date; provided
that the Class B Noteholders’ Principal Distribution Amount will not exceed the
Outstanding Amount of the Class B Notes. 
In addition, on the Class B Maturity Date, the principal required to be
distributed to the Class B Noteholders will include the amount required to
reduce the Outstanding Amount of the Class B Notes to zero.


 


“Class B Notes” means the $47,052,000 Floating Rate Class B
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-6 thereto.


 


“Class B Percentage” with respect to any Distribution Date,
means (1) prior to the Stepdown Date or with respect to any Distribution Date
on which a Trigger Event is in effect,


 


12





















 


zero;
and (2) on and after the Stepdown Date and provided that no Trigger Event is in
effect, a fraction expressed as a percentage, the numerator of which is the
aggregate principal balance of the Class B Notes immediately prior to that
Distribution Date and the denominator of which is the Outstanding Amount of the
Notes, less all amounts (other than Investment Earnings) on deposit in any
Accumulation Account, immediately prior to that Distribution Date.


 


“Class B Rate” means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.31%, based on an
Actual/360 accrual method.  For the
initial Accrual Period, the Class B Rate shall mean the Initial Accrual Rate
plus 0.31%, based on an Actual/360 accrual method.


 


“Clearing Agency” means DTC, Euroclear or Clearstream, as
applicable, or another organization registered as a “clearing agency”
pursuant to applicable law.  The initial
Clearing Agency for the Notes shall be DTC and the nominee for such Clearing Agency
shall be Cede & Co.  The initial
Clearing Agencies for a class of Reset Rate Notes (i) for any subsequent
related Reset Period when it is denominated in a currency other than U.S.
Dollars shall be Euroclear and Clearstream and the initial joint nominee for
such Clearing Agencies shall be Deutsche Bank AG, London Branch, and (ii) for
any related Reset Period when it is denominated in U.S. Dollars shall be DTC
and the initial nominee for such Clearing Agency shall be Cede & Co., or
Euroclear and Clearstream and the initial joint nominee for such Clearing
Agencies shall be Deutsche Bank AG, London Branch, as applicable.


 


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


 


“Clearstream” means Clearstream Banking, société anonyme,
Luxembourg.


 


“Closing Date” means August 11, 2005.


 


“CMT Rate” means, for any relevant Interest Rate Determination
Date prior to each Interest Rate Change Date, the rate displayed on the
applicable Designated CMT Moneyline Telerate Page shown below by 3:00 p.m., New
York City time, on that Interest Rate Determination Date under the caption “.  .  .  Treasury Constant Maturities .  . 
..  Federal Reserve Board Release
H.15 .  . 
..  Mondays Approximately 3:45
p.m.,” under the column for: (i) if the Designated CMT Moneyline Telerate Page
is 7051, the rate on that Interest Rate Determination Date; or (ii) if the
Designated CMT Moneyline Telerate Page is 7052, the average for the week, the
month or the quarter, as specified on the Remarketing Terms Determination Date,
ended immediately before the week in which the Interest Rate Determination Date
occurs.  The following procedures will
apply if the CMT Rate cannot be determined as described above: (i) if the rate
described above is not displayed on the relevant page by 3:00 p.m., New York
City time on that Interest Rate Determination Date, unless the calculation is
made earlier and the rate is available from that source at that time on that
Interest Rate Determination Date, then the CMT Rate will be the Treasury
constant maturity rate having the designated index maturity, as published in
H.15(519) or another recognized electronic source for displaying the rate, (ii)
if the applicable rate described above is not published in H.15(519) or another
recognized electronic


 


13





















 


source
for displaying such rate by 3:00 p.m., New York City time on that Interest Rate
Determination Date, unless the calculation is made earlier and the rate is
available from one of those sources at that time, then the CMT Rate will be the
Treasury constant maturity rate, or other United States Treasury rate, for the
index maturity and with reference to the relevant Interest Rate Determination
Date, that is published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury and that the Administrator
determines to be comparable to the rate formerly displayed on the Designated
CMT Moneyline Telerate Page shown above and published in H.15(519), (iii) if
the rate described in the prior paragraph cannot be determined, then the
Administrator will determine the CMT Rate to be a yield to maturity based on
the average of the secondary market closing offered rates as of approximately
3:30 p.m., New York City time, on the relevant Interest Rate Determination Date
reported, according to their written records, by leading primary United States
government securities dealers in New York City. 
The Administrator will select five such securities dealers and will
eliminate the highest and lowest quotations or, in the event of equality, one
of the highest and lowest quotations, for the most recently issued direct
noncallable fixed rate obligations of the United States Treasury (“Treasury
Notes”) with an original maturity of approximately the designated index
maturity and a remaining term to maturity of not less than the designated index
maturity minus one year in a representative amount, (iv) if the Administrator
cannot obtain three Treasury Note quotations of the kind described above in
(iii), the Administrator will determine the CMT Rate to be the yield to maturity
based on the average of the secondary market bid rates for Treasury Notes with
an original maturity longer than the designated CMT index maturity which have a
remaining term to maturity closest to the designated CMT index maturity and in
a representative amount, as of approximately 3:30 p.m., New York City time, on
the relevant Interest Rate Determination Date of leading primary United States
government securities dealers in New York City. 
In selecting these offered rates, the Administrator will request quotations
from at least five such securities dealers and will disregard the highest
quotation (or if there is equality, one of the highest) and the lowest
quotation (or if there is equality, one of the lowest).  If two Treasury Notes with an original maturity
longer than the designated CMT index maturity have remaining terms to maturity
that are equally close to the designated CMT index maturity, the Administrator
will obtain quotations for the Treasury Note with the shorter remaining term to
maturity, (v) if three or four but not five leading primary United States
government securities dealers are quoting as described in the prior paragraph,
then the CMT Rate for the relevant Interest Rate Determination Date will be
based on the average of the bid rates obtained and neither the highest nor the
lowest of those quotations will be eliminated, or (vi) if fewer than three
leading primary United States government securities dealers selected by the
Administrator are quoting as described in (v) above, the CMT Rate will remain
the CMT Rate then in effect on that Interest Rate Determination Date.


 


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


 


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


 


“Collection Account” means the account designated as such,
established and maintained pursuant to Section 2.3(f) of the Administration
Agreement.


 


14





















 


“Collection Account Initial Deposit” means $403,265 representing
amounts excluded from the Supplemental Purchase Account Initial Deposit due to
the application of the proviso contained in the definition thereof.


 


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


 


“Commercial Paper Rate” means, for any relevant Interest Rate
Determination Date prior to each Interest Rate Change Date, the Bond Equivalent
Yield shown below of the rate for 90-day commercial paper, as published in
H.15(519) prior to 3:00 p.m., New York City time, on that Interest Rate
Determination Date under the heading “Commercial Paper—Financial”.  If the rate described above is not published
in H.15(519) by 3:00 p.m., New York City time, on that Interest Rate
Determination Date, unless the calculation is made earlier and the rate was
available from that source at that time, then the Commercial Paper Rate will be
the Bond Equivalent Yield of the rate on the relevant Interest Rate
Determination Date, for commercial paper having the index maturity specified on
the Remarketing Terms Determination Date, as published in H.15 Daily Update or
any other recognized electronic source used for displaying that rate under the
heading “Commercial Paper—Financial”. 
For purposes of the definition of “Commercial Paper Rate”, the “Bond
Equivalent Yield” equals [(NxD)/360(Dx90)] times 100, where “D” refers to the
per annum rate determined as set forth above, quoted on a bank discount basis
and expressed as a decimal and “N” refers to 365 or 366, as the case may
be.  If the rate described above cannot
be determined, the Commercial Paper Rate will remain the commercial paper rate
then in effect on that Interest Rate Determination Date.  Unless otherwise specified on the Remarketing
Terms Determination Date, the Commercial Paper Rate will be subject to a
Lock-In Period of six Business Days.


 


“Commission” means the Securities and Exchange Commission.


 


“Consolidation Loans” means Student Loans made in accordance
with the Section 428C of the Higher Education Act.


 


“Consolidation Loan Add-On Period” means the period during which
the Trust will be able to purchase Add-On Consolidation Loans with funds on
deposit in the Add-On Consolidation Loan Account, beginning on the Closing Date
and ending on December 31, 2005.


 


“Corporate Trust Office” means (i) with respect to the Indenture
Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which
office at the Closing Date is located at 60 Wall Street 26th Floor, Mailstop
NYC60-2606, New York, New York 10005, Attention: Trust & Securities
Services/Structured Finance Services, telephone: (212) 250-8454, facsimile:
(212) 797-8606 or at such other address as the Indenture Trustee may designate
from time to time by notice to the Noteholders and the Depositor, or the
principal corporate trust office of any successor Indenture Trustee (the
address of which the successor Indenture Trustee will notify the Noteholders,
the Administrator and the Depositor) and (ii) with respect to the Eligible
Lender Trustee, the principal corporate trust office of the Eligible Lender
Trustee located at Christiana Center/OPS4, 500 Stanton Christiana Road,


 


15





















 


Newark,
Delaware 19713, Attention:  Corporate
Trust Department (telephone: (302) 552-6279; facsimile: (302) 552-6280); or at
such other address as the Eligible Lender Trustee may designate by notice to
the Depositor, or the principal corporate trust office of any successor
Eligible Lender Trustee (the address of which the successor Eligible Lender
Trustee will notify the Administrator and the Depositor).


 


“Currency Swap Agreement” means with respect to any class of
Reset Rate Notes in Foreign Exchange Mode, each Swap Agreement between the
Trust and the related Currency Swap Counterparty which (i) converts the
secondary market trade proceeds into U.S. Dollars received on the effective
date of such Swap Agreement; (ii) converts all principal payments in U.S.
Dollars by the Trust to the related class of Reset Rate Noteholders into the
applicable currency; (iii) converts the interest rate on any class of Reset
Rate Notes from a LIBOR-based rate to a fixed or floating rate payable in the
applicable currency; (iv) converts the U.S. Dollar equivalent of all secondary
market trade proceeds received on the related Reset Date resulting in the
successful remarketing of a class of Reset Rate Notes or the exercise of a Call
Option into the applicable currency for the payment of principal to the tendering
Reset Rate Noteholders; and (v) pays to the Paying Agent, on behalf of the
Trust, for the benefit of the tendering Reset Rate Noteholders, the required
amount of additional interest at the interest rate applicable to the tendered
Reset Rate Notes resulting from any required delay in Reset Date payments
through Euroclear and Clearstream.


 


“Currency Swap Counterparty” means each Eligible Swap
Counterparty that is a party, in its capacity as swap counterparty, to the
related Currency Swap Agreement.


 


“Custodian” has the meaning specified in Section 2.1 of the
Indenture.


 


“Cutoff Date” means (a) the Initial Cutoff Date with respect to
the Initial Trust Student Loans and (b) the applicable Subsequent Cutoff Date
with respect to the related Additional Trust Student Loan or Substituted Trust
Student Loan.


 


“Day Count Basis” means 30/360, Actual/360, Actual/365 (Fixed),
Actual/Actual (accrual basis), Actual/Actual (ISMA) or Actual/Actual (payment
basis), as applicable, or any other day count basis set forth in the
Remarketing Terms Notice.


 


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


 


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


 


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


 


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


 


(a)                                  with
respect to bankers’ acceptances, commercial paper, negotiable certificates of
deposit and other obligations that constitute “instruments” within the meaning
of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery,
transfer thereof to the Indenture Trustee or its nominee or custodian by
physical delivery to the Indenture Trustee or its nominee


 


16





















 


or
custodian endorsed to, or registered in the name of, the Indenture Trustee or
its nominee or custodian or endorsed in blank, and, with respect to a certificated
security (as defined in Section 8-102(a)(3) of the UCC) transfer thereof (i) by
delivery of such certificated security endorsed to, or registered in the name
of, the Indenture Trustee or its nominee or custodian or endorsed in blank to a
securities intermediary (as defined in Section 8-102(a)(14) of the UCC) and the
making by such securities intermediary of entries on its books and records
identifying such certificated securities as belonging to the Indenture Trustee
or its nominee or custodian and the sending by such securities intermediary of
a confirmation of the purchase of such certificated security by the Indenture
Trustee or its nominee or custodian, or (ii) by delivery thereof to a “clearing
corporation” (as defined in Section 8-102(a)(5) of the UCC) and the making by
such clearing corporation of appropriate entries on its books reducing the
appropriate securities account of the transferor and increasing the appropriate
securities account of a securities intermediary by the amount of such certificated
security, the identification by the clearing corporation of the certificated
securities for the sole and exclusive account of the securities intermediary,
the maintenance of such certificated securities by such clearing corporation or
the nominee of either subject to the clearing corporation’s exclusive control,
the sending of a confirmation by the securities intermediary of the purchase by
the Indenture Trustee or its nominee or custodian of such securities and the
making by such securities intermediary of entries on its books and records
identifying such certificated securities as belonging to the Indenture Trustee
or its nominee or custodian (all of the foregoing, but not including Trust
Student Loans, “Physical Property”); and such additional or alternative
procedures as may hereafter become appropriate to effect the complete transfer
of ownership of any such Trust Account Property to the Indenture Trustee or its
nominee or custodian, consistent with changes in applicable law or regulations
or the interpretation thereof;


 


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


 


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


 


“Department” means the United States Department of Education, an
agency of the Federal government.


 


17





















 


“Depositor” means SLM Funding LLC, a Delaware limited liability
company, and its successors and assigns, including, for such purpose, a
permitted transferee of all of SLM Funding LLC’s right, title and interest in
the Excess Distribution Certificate.


 


“Depository Agreements” means the Note Depository Agreements.


 


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


 


“Distribution Date” means for any class of Notes, the 25th day
of each of January, April, July and October, or, if such day is not a Business
Day, the immediately following Business Day, commencing October 25, 2005.


 


“DTC” means The Depository Trust Company, or any successor
thereto.


 


“Eligible Deposit Account” means (i) with respect to the Trust
Accounts other than any Euro Account, any Pounds Sterling Account or any Other
Currency Account, either (a) a segregated account with an Eligible Institution
or (b) a segregated trust account with the corporate trust department of a
depository institution organized under the laws of the United States of America
or any one of the States or the District of Columbia (or any domestic branch of
a foreign bank), having corporate trust powers and acting as trustee for funds
deposited in such account, so long as any of the securities of such depository
institution have a credit rating from Moody’s, S&P, and, if such
institution is rated by Fitch, Fitch, in one of their generic rating categories
which signifies investment grade and (ii) with respect to any Euro Account, any
Pounds Sterling Account or any Other Currency Account, a segregated account
with the London Paying Agent.


 


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


 


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


 


(a)                                  direct
obligations of, and obligations fully guaranteed as to timely payment by, the
United States of America, the Government National Mortgage Association, the
Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association, or any agency or instrumentality of the United States of America
the obligations of which are backed by the full faith and credit of the United
States of America; provided that obligations of, or guaranteed by, the
Government National Mortgage Association (GNMA), the Federal Home Loan Mortgage


 


18





















 


Corporation
(Freddie Mac) or the Federal National Mortgage Association (Fannie Mae) shall
be Eligible Investments only if, at the time of investment, they meet the
criteria of each of the Rating Agencies for collateral for securities having
ratings equivalent to the respective ratings of the Notes in effect at the
Closing Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


(h)                                 Eligible
Repurchase Obligations; and


 


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


 


For purposes of the definition of “Eligible Investments” the phrase “highest
investment category” means (i) in the case of Fitch, “AAA” for long-term
investments (or the equivalent)


 


19





















 


and
“F-1+” for short-term investments (or the equivalent), (ii) in the case of
Moody’s, “Aaa” for long-term investments (or the equivalent) and “P-1” for
short-term investments (or the equivalent), and (iii) in the case of S&P, “AAA”
for long-term investments (or the equivalent) and “A-1+” for short-term
investments (or the equivalent).  A
proposed investment not rated by Fitch but rated in the highest investment
category by Moody’s and S&P shall be considered to be rated by each of the
Rating Agencies in the highest investment category granted thereby.


 


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


 


“Eligible Loans” has the meaning specified in any of the
Purchase Agreements or the Sale Agreement, as applicable.


 


“Eligible Repo Counterparty” means an institution that is an
eligible lender (under the Federal Family Education Loan Program) or that holds
Student Loans through an eligible lender trustee and whose short-term debt
ratings are not less than “P-1” by Moody’s, “A-1” by S&P and “F1” by Fitch,
if rated by Fitch.


 


“Eligible Repurchase Obligations” means repurchase obligations
with respect to Student Loans serviced by the Servicer or an Affiliate thereof,
entered into with an Eligible Repo Counterparty, provided that the applicable
repurchase date shall occur no later than the Business Day prior to the next
Distribution Date.


 


“Eligible Swap Counterparty” means an entity, which may be an
affiliate of a Remarketing Agent, engaged in the business of entering into
derivative instrument contracts that satisfies the Rating Agency Condition.


 


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


 


“EURIBOR” means, with respect to any Accrual Period, the
Euro-zone interbank offered rate for deposits in Euros having the specified
maturity commencing on the first day of the Accrual Period, which appears on
Telerate Page 248 as of 11:00 a.m. Brussels time, on the related EURIBOR
Determination Date.  If an applicable
rate does not appear on Telerate Page 248, the rate for that day will be
determined on the basis of the rates at which deposits in Euros having the specified
maturity and in a principal amount of not less than €1,000,000, are offered at
approximately 11:00 a.m., Brussels time, on that EURIBOR Determination Date, to
prime banks in the Euro-zone interbank market by the Reference Banks.  The Administrator will request the principal
Euro-zone office of each Reference Bank to provide a quotation of its
rate.  If the Reference Banks provide at
least two quotations, the rate for that day will be the arithmetic mean of the
quotations.  If the Reference Banks
provide fewer than two quotations, the rate for that day will be the arithmetic
mean of the rates quoted by major banks in the Euro-zone, selected by the
Administrator, at approximately 11:00 a.m. Brussels time, on that EURIBOR
Determination Date, for loans in Euros to leading European banks having the
specified maturity and in a principal amount of not less than €1,000,000.  If the banks selected as described above


 


20





















 


are
not providing quotations, EURIBOR in effect for the applicable Accrual Period will
be EURIBOR for the specified maturity in effect for the previous Accrual
Period.


 


“EURIBOR Determination Date” means, for each Accrual Period, the
day that is two EURIBOR Settlement Days before the beginning of that Accrual
Period.


 


“EURIBOR Settlement Day” means any day on which TARGET is open
which is also a day on which banks in New York, New York and London, England
are open for business.


 


“Euro Account” means any account designated as such, established
and maintained pursuant to Section 2.3(o) of the Administration Agreement.


 


“Euroclear” means the Euroclear System, or any successor
thereto.


 


“European Clearing Systems” means Euroclear or Clearstream.


 


“Event of Default” has the meaning specified in Section 5.1 of
the Indenture.


 


“Excess Distribution Certificate” means the certificate,
substantially in the form of Exhibit A to the Trust Agreement, evidencing the
right to receive payments thereon as set forth in Sections 2.8(p) and 2.9(f) of
the Administration Agreement.


 


“Excess Distribution Certificate Paying Agent” means any paying
agent or co-paying agent appointed pursuant to Section 3.3(g) of the Trust
Agreement, which paying agent shall initially be the Indenture Trustee.


 


“Excess Distribution Certificate Register” and “Excess
Distribution Certificate Registrar” mean the register mentioned and the
registrar appointed pursuant to Section 3.3(c) of the Trust Agreement.


 


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


 


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


 


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


 


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


 


21





















 


“Extension Rate” means, for each Distribution Date following a
Failed Remarketing if a class of Reset Rate Notes is then in Foreign Exchange
Mode, the rate of interest payable to each related Currency Swap Counterparty,
not to exceed Three-Month LIBOR plus 0.75%, unless the Remarketing Agents, in
consultation with the Administrator, determine that market conditions or some other
benefit to the Trust requires a higher rate; provided that in such case
the Rating Agency Condition is satisfied.


 


“Failed Remarketing” means, on any Reset Date for a class of
Reset Rate Notes, the situation where:


 


(a)                                  the
Remarketing Agents, in consultation with the Administrator, cannot establish
one or more of the terms required to be set on the Remarketing Terms
Determination Date;


 


(b)                                 the
Remarketing Agents are unable to establish the Spread or fixed rate on the
Spread Determination Date;


 


(c)                                  either
the Remarketing Agents are unable to remarket all or some of the tendered Reset
Rate Notes at the Spread or fixed rate established on the Spread Determination
Date, or any committed purchasers default on their purchase obligations and in
their sole discretion, the Remarketing Agents elect not to purchase those Reset
Rate Notes themselves;


 


(d)                                 two
or more applicable classes of Reset Rate Notes are to be remarketed on the same
Reset Date and the terms of such remarketing include a change in priority with
respect to the right to receive principal payments, and the Remarketing Agents
are unable to remarket an applicable class of Reset Rate Notes;


 


(e)                                  the
Remarketing Agents, in consultation with the Administrator, are unable to
obtain one or more Swap Agreements meeting the required criteria, if
applicable; or


 


(f)                                    any applicable Rating Agency Condition has
not been satisfied; or any of the conditions specified in Section 8 of the
Remarketing Agreement are not satisfied.


 


“Failed Remarketing Rate” means, for any Reset Period and any
class of Reset Rate Notes then denominated in U.S. Dollars, Three-Month LIBOR
plus 0.75%; and for any Reset Period and any class of Reset Rate Notes are in
Foreign Exchange Mode, as will be determined on the related Spread Determination
Date pursuant to the terms of the related Currency Swap Agreement.


 


“FDIC” means the Federal Deposit Insurance Corporation.


 


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


 


22





















 


Sunday
and for any other that is not a Business Day shall be the Federal Funds Rate
for the preceding Business Day as determined above.


 


“Fitch” means Fitch Inc., also known as Fitch Ratings, or any
successor Rating Agency.


 


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


 


“Floating Rate Noteholder” means the Person in whose name a
Floating Rate Note is registered in the Note Register.


 


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


 


“Foreign Exchange Mode” means that a class of Reset Rate Notes
is then denominated in a currency other than U.S. Dollars during the related
Reset Period.


 


“Funding Interim Trust Agreement” means the Interim Trust
Agreement, dated as of August 1, 2005, between the Depositor and the Interim
Eligible Lender Trustee.


 


“GBP-LIBOR” means, with respect to any Accrual Period, the
London interbank offered rate for deposits in Pounds Sterling having a maturity
of three months, commencing on the first day of the Accrual Period, which
appears on Telerate Page 3750 as of 11:00 a.m. London time, on the related
GBP-LIBOR Determination Date.  If an applicable
rate does not appear on Telerate Page 3750, the rate for that day will be
determined on the basis of the rates at which deposits in Pounds Sterling,
having the specified maturity and in a principal amount of not less than
£1,000,000, are offered at approximately 11:00 a.m., London time, on that
GBP-LIBOR Determination Date, to prime banks in the London interbank market by
the Reference Banks.  The Administrator
will request the principal London office of each Reference Bank to provide a
quotation of its rate.  If the Reference
Banks provide at least two quotations, the rate for that day will be the
arithmetic mean of the quotations.  If
the Reference Banks provide fewer than two quotations, the rate for that day
will be the arithmetic mean of the rates quoted by prime banks in London,
selected by the Administrator, at approximately 11:00 a.m. London time, on that
GBP-LIBOR Determination Date, for loans in Pounds Sterling to leading European
banks having the specified maturity and in a principal amount of not less than
£1,000,000.  If the banks selected as
described above are not providing quotations, GBP-LIBOR in effect for the
applicable Accrual Period will be GBP-LIBOR for the specified maturity in
effect for the previous Accrual Period. 
For any GBP-LIBOR-based notes, interest due for any Accrual Period
always will be determined based on the actual number of days elapsed in the
Accrual Period over a 365-day year.


 


“GBP-LIBOR Determination Date” means, for each Accrual Period,
the day that is two GBP-LIBOR Settlement Days before the beginning of that
Accrual Period.


 


“GBP-LIBOR Settlement Day” means any day on which banks in both
London and New York City are open for business.


 


“GLB Regulations” means the Joint Banking Agencies’ Privacy of
Consumer Financial Information, Final Rule (12 CFR Parts 40, 216, 332 and 573)
or the Federal Trade Commission’s


 


23





















 


Privacy
of Consumer Financial Information, Final Rule (16 CFR Part 313), as applicable,
implementing Title V of the Gramm-Leach-Bliley Act, Public Law 106-102, as
amended.


 


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


 


“Guarantee Agreement” means any agreement between any Guarantor
and the Eligible Lender Trustee providing for the payment by the Guarantor of
amounts authorized to be paid pursuant to the Higher Education Act to holders
of qualifying Student Loans guaranteed in accordance with the Higher Education
Act by such Guarantor.


 


“Guarantee Payment” means any payment made by a Guarantor
pursuant to a Guarantee Agreement in respect of a Trust Student Loan.


 


“Guarantor” means any entity listed on Attachment B (as amended
from time to time) to the Sale Agreement, the Purchase Agreements, any
Additional Purchase Agreement or any Additional Sale Agreement, as applicable.


 


“H.15(519)” means the weekly statistical release designated as
such, or any successor publication, published by the Board of Governors of the
United States Federal Reserve System.


 


“H.15 Daily Update” means the daily update for H.15(519),
available through the world wide web site of the Board of Governors of the
Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or
any successor site or publications.


 


“Higher Education Act” means the Higher Education Act of 1965,
as amended, together with any rules, regulations and interpretations
thereunder.


 


“Hold Notice” means a written statement (or an oral statement
confirmed in writing, which may be by e-mail) from a holder or beneficial owner
of Reset Rate Notes denominated in U.S. Dollars during the then-current and
immediately following Reset Periods, delivered to a Remarketing Agent that such
holder or beneficial owner desires to hold its Reset Rate Notes for the
upcoming Reset Period and affirmatively agrees to receive a rate of interest of
not less than the applicable All Hold Rate during that Reset Period.


 


“Indenture” means the Indenture, dated as of August 1, 2005,
among the Eligible Lender Trustee on behalf of the Trust, the Trust and the
Indenture Trustee.


 


“Indenture Trust Estate” means all money, instruments, rights
and other property that are subject or intended to be subject to the lien and
security interest of the Indenture for the benefit


 


24





















 


of
the Noteholders and, as applicable, each Swap Counterparty (including all
Collateral Granted to the Indenture Trustee), including all proceeds thereof.


 


“Indenture Trustee” means Deutsche Bank Trust Company Americas,
a New York banking corporation, not in its individual capacity but solely as
trustee under the Indenture.


 


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


 


“Independent Certificate” means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of
reasonable care, and such opinion or certificate shall state that the signer
has read the definition of “Independent” in the Indenture and that the
signer is Independent within the meaning thereof.


 


“Index” or “Indices” means LIBOR, EURIBOR, GBP-LIBOR, a
Commercial Paper Rate, the CMT Rate, the Federal Funds Rate, the 91-day
Treasury Bill Rate, the Prime Rate or any other interest rate index specified
in Schedule A to the Reset Rate Notes.


 


“Index Maturity” means, with respect to any Accrual Period, the
interval between Interest Rate Change Dates for each applicable Index during
such Accrual Period, commencing on the first day of that Accrual Period.


 


“Initial Accrual Rate” means for each class of Notes (other than
the Class A-3 Notes) and the Accrual Period commencing on the Closing Date to,
but excluding, the first Distribution Date for that class of Notes, the rate
per annum as determined on the related Determination Date, as follows:


 


X + [14/34 * (Y - X)]


 


where:


 


X = Two-Month LIBOR and

Y = Three-Month LIBOR


 


“Initial Cutoff Date” means August 11, 2005.


 


“Initial Cutoff Date Pool Balance” means, as of the Initial
Cutoff Date and with respect to the Initial Trust Student Loans,
$1,500,391,111.


 


25





















 


“Initial Interest Rate Swap Agreement” means the initial
Interest Rate Swap Agreement relating to the Class A-3 Notes, dated as of
August 11, 2005, between the Trust and the Initial Interest Rate Swap
Counterparty.


 


“Initial Interest Rate Swap Counterparty” means The Royal Bank
of Scotland plc.


 


“Initial Pool Balance” means the sum of the Pool Balance of the
Initial Trust Student Loans as of the Closing Date and all amounts deposited
into the Supplemental Purchase Account and the Add-On Consolidation Loan
Account on the Closing Date.


 


“Initial Remarketing Agency Agreement” means each agreement,
substantially in the form of Appendix B to the Remarketing Agreement to be
entered into on each Remarketing Terms Determination Date (unless a Call Option
has been exercised) among the Remarketing Agents, the Administrator and the
Trust.


 


“Initial Reset Dates” means, for the Class A-3 Notes, the April
2008 Distribution Date and for the Class A-5 Notes, the July 2013 Distribution
Date.


 


“Initial Reset Date Notice” means the written notice delivered
pursuant to Section 3(a) of the Reset Rate Note Procedures.


 


“Initial Trust Student Loans” means the Trust Student Loans
purchased by the Trust on the Closing Date pursuant to the Sale Agreement.


 


“Initial U.S. Dollar Reset Rate Notes” means collectively, the
Class A-3 Notes and Class A-5 Notes.


 


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


 


“Interest Rate Change Date” means for each Accrual Period, the
date or dates, based on the applicable Index, on which the rate of interest for
a class of Reset Rate Notes bearing interest at a floating rate, is to be
reset.


 


26





















 


“Interest Rate Determination Date” means, for each Accrual
Period, and (i) for the Reset Rate Notes that bear interest at a LIBOR-,
GBP-LIBOR- or EURIBOR-based rate, the related LIBOR or EURIBOR Determination
Date, as applicable, or (ii) for the Reset Rate Notes that bear interest at a
floating rate that is not LIBOR-, GBP-LIBOR- or EURIBOR-based, the applicable
date or dates set forth in the Remarketing Terms Notice, on which the
applicable rate of interest to be in effect as of the next Interest Rate Change
Date will be determined by the Administrator.


 


“Interest Rate Swap Agreement” means, with respect to any class
of Reset Rate Notes during any Reset Period when it is denominated in U.S.
Dollars and (i) bears a fixed rate of interest (or bears interest based on
LIBOR or a U.S. Commercial Paper Rate, if a Swap Agreement is to be entered
into pursuant to the Reset Rate Note Procedures), or (ii) bears interest based
on an index other than LIBOR or a U.S. Commercial Paper Rate, any Swap
Agreement between the Trust and an Eligible Swap Counterparty, to hedge the
basis risk during the related Reset Period.


 


“Interest Subsidy Payments” means payments, designated as such,
consisting of interest subsidies by the Department in respect of the Trust
Student Loans to the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.


 


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


 


“Interim Trust Agreement” means the Funding Interim Trust Agreement
and the VG Funding Interim Trust Agreement.


 


“Interim Trust Loans” has the meaning set forth in the Interim
Trust Agreement.


 


“Investment Earnings” means, with respect to any Distribution
Date, the investment earnings (net of losses and investment expenses) on
amounts on deposit in the Trust Accounts to be deposited into the Collection
Account on or prior to such Distribution Date pursuant to Section 2.3(b) of the
Administration Agreement.


 


“Investment Premium Purchase Account” means each account designated
as such, established and maintained pursuant to Section 2.3(l) of the
Administration Agreement.


 


“Investment Premium Purchase Account Deposit Amount” means, with
respect to each Distribution Date when funds are deposited into an Accumulation
Account, an amount equal to 1.0% of the amount deposited into that Accumulation
Account on such Distribution Date.


 


“Investment Premium Purchase Account Release Amount” means, with
respect to any Distribution Date that is one year or less prior to a Reset Date
relating to a class of Reset Rate Notes for which funds are then on deposit in
an Accumulation Account, the amount, if any, to be withdrawn from the related
Investment Premium Purchase Account so that the remaining funds on deposit in
such Investment Premium Purchase Account will be equal to the lesser of (a)


 


27





















 


1.00%
of the amount on deposit in the related Accumulation Account, and (b) the
amount then on deposit the related Investment Premium Purchase Account; provided
that on any Distribution Date that is also a Reset Date for a class of Reset
Rate Notes for which amounts are then on deposit in an Accumulation Account,
all Investment Premium Purchase Account Deposit Amounts relating to such
Accumulation Account that remain on deposit in the related Investment Premium
Purchase Account will become part of the related Investment Premium Purchase
Account Release Amount on such Distribution Date.


 


“Investment Reserve Account” means each account designated as
such, established and maintained pursuant to Section 2.3(m) of the
Administration Agreement.


 


“Investment Reserve Account Required Amount” means, with respect
to each Distribution Date, immediately following the date when the ratings of
any Eligible Investment in an Accumulation Account has been downgraded by one
or more Rating Agencies, an amount (to the extent of Available Funds), to be
set by each applicable Rating Agency in satisfaction of the Rating Agency
Condition (but not to exceed the amount of the unrealized loss on the related
Eligible Investment).


 


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


 


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


 


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


 


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


 


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


 


“Liquidated Student Loan” means any defaulted Trust Student Loan
liquidated by the Servicer (which shall not include any Trust Student Loan on
which Guarantee Payments are received) or which the Servicer has, after using
all reasonable efforts to realize upon such Trust Student Loan, determined to
charge off.


 


“Liquidation Proceeds” means, with respect to any Liquidated
Student Loan which became a Liquidated Student Loan during the current
Collection Period in accordance with the Servicer’s customary servicing
procedures, the moneys collected in respect of the liquidation thereof from
whatever source, other than Recoveries, net of the sum of any amounts expended
by the Servicer in connection with such liquidation and any amounts required by
law to be remitted to the Obligor on such Liquidated Student Loan.


 


“Loan” has the meaning set forth in Section 2 of each of the
Purchase Agreements, as applicable, and each Additional Purchase Agreement.


 


28





















 


“Lock-In Period” means a period from the first day of such
Lock-In Period (which may be expressed as a number of Business Days prior to a
Distribution Date) to the immediately succeeding Interest Payment Date during
which the interest rate, Index or other calculation in effect on the first day
of such Lock-In Period shall remain in effect for every day in such Lock-In
Period.


 


“London Paying Agent” means, with respect to any class of Reset
Rate Notes while in Foreign Exchange Mode, the Indenture Trustee or any other
Person that meets the eligibility standards for the Indenture Trustee specified
in Section 6.11 of the Indenture and is authorized by the Eligible Lender
Trustee on behalf of the Trust to make the payments to and distributions from
the Euro Account, the Pounds Sterling Account and any Other Currency Account,
which authorized Person shall initially be Deutsche Bank AG, London Branch.


 


“Luxembourg Listing Agent” means, initially, Deutsche Bank
Luxembourg SA.


 


“Luxembourg Paying Agent” means, initially, Deutsche Bank
Luxembourg SA.


 


“Minimum Purchase Amount” means an amount that would be
sufficient to (i) reduce the Outstanding Amount of each class of Notes, less
the amount on deposit in any Accumulation Account with respect to the related
class of Reset Rate Notes, on such Distribution Date to zero and (ii) pay to
the respective Noteholders the Class A Noteholders’ Interest Distribution
Amount and the Class B Noteholders’ Interest Distribution Amount payable on
such Distribution Date.


 


“Monthly Servicing Payment Date” means the 25th day of each
calendar month or, if such day is not a Business Day, the immediately following
Business Day, commencing on September 25, 2005.


 


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


 


“Note” and “Notes” means any of the Floating Rate Notes
and the Reset Rate Notes.


 


“Note Depository Agreements” means the Letter of
Representations, dated August 11, 2005, among the Trust, the Eligible Lender
Trustee and the Indenture Trustee in favor of DTC.


 


“Note Final Maturity Date” for a class of Notes means the Class
A-1 Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity Date,
the Class A-4 Maturity Date, the Class A-5 Maturity Date or the Class B
Maturity Date, as applicable.


 


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


 


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


 


29





















 


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


 


“Note Rates” means, with respect to any Accrual Period, the
Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the
Class A-5 Rate and the Class B Rate for such Accrual Period, collectively.


 


“Note Register” and “Note Registrar” have the respective
meanings specified in Section 2.4 of the Indenture.


 


“Noteholder” means a Floating Rate Noteholder, a Class A
Noteholder, a Reset Rate Noteholder or a Class B Noteholder, as the context
requires.


 


“Notes” means the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class B
Notes, collectively.


 


“Notice Date” means, for each class of Reset Rate Notes, 12:00
p.m. (noon), New York City time, on the sixth day prior to the Reset Date for
that class.


 


“Obligor” on a Trust Student Loan means the borrower or
co-borrowers of such Trust Student Loan and any other Person who owes payments
in respect of such Trust Student Loan, including the Guarantor thereof and,
with respect to any Interest Subsidy Payment or Special Allowance Payment, if
any, thereon, the Department.


 


“Officers’ Certificate” means (i) in the case of the Trust, a
certificate signed by any two Authorized Officers of the Eligible Lender
Trustee, under the circumstances described in, and otherwise complying with,
the applicable requirements of Section 11.1 of the Indenture, and delivered to
the Indenture Trustee, and (ii) in the case of the Depositor, the Administrator
or the Servicer, a certificate signed by any two Authorized Officers of the
Depositor, the Administrator or the Servicer, as applicable.


 


“Opinion of Counsel” means (i) with respect to the Trust, one or
more written opinions of counsel who may, except as otherwise expressly
provided in the Indenture, be employees of or counsel to the Eligible Lender
Trustee, the Trust, the Depositor or an Affiliate of the Depositor and who
shall be satisfactory to the Indenture Trustee, and which opinion or opinions
shall be addressed to the Indenture Trustee as Indenture Trustee, shall comply
with any applicable requirements of Section 11.1 of the Indenture and shall be
in form and substance satisfactory to the Indenture Trustee, and (ii) with
respect to the Depositor, the Administrator or the Servicer, one or more written
opinions of counsel who may be an employee of or counsel to the Depositor, the
Administrator or the Servicer, which counsel shall be acceptable to the
Indenture Trustee and the Eligible Lender Trustee.


 


“Origination Fee” means any origination fee payable to the
Department by the lender with respect to any Trust Student Loan.


 


30





















 


“Other Currency Account” means each account designated as such,
established and maintained pursuant to Section 2.3(n) of the Administration
Agreement.


 


“Outstanding” means, as of any date of determination, all Notes
theretofore authenticated and delivered under the Indenture except:


 


(a)                                  Notes theretofore cancelled by the Note
Registrar or delivered to the Note Registrar for cancellation;


 


(b)                                 Notes, or portions thereof, for which payment
has been made to the applicable Noteholders in reduction of the outstanding
principal balance thereof or for which money in the necessary amount has been
theretofore deposited with the Indenture Trustee or any Paying Agent in trust
for the Noteholders thereof (excluding for such purpose any amounts on
deposit in any Accumulation Account); provided, however, that if such Notes are
to be redeemed, notice of such redemption has been duly given pursuant to the
Indenture; and


 


(c)                                  Notes in exchange for or in lieu of other
Notes which have been authenticated and delivered pursuant to the Indenture
unless proof satisfactory to the Indenture Trustee is presented that any such
Notes are held by a bona fide purchaser; provided that in determining
whether the Noteholders of the requisite Outstanding Amount of the Notes have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or under any other Basic Document, Notes owned by the Trust, any
other obligor upon the Notes, the Depositor or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Indenture Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that a Responsible Officer of the Indenture
Trustee either actually knows to be so owned or has received written notice
thereof shall be so disregarded.  Notes
so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Indenture Trustee the
pledgee’s right so to act with respect to such Notes and that the pledgee is
not the Trust, any other obligor upon the Notes, the Depositor or any Affiliate
of any of the foregoing Persons.


 


“Outstanding Amount” means, as of any date of determination, the
aggregate principal balance of all the Notes or the applicable class or classes
of Notes, as the case may be, Outstanding at such date of determination;
provided, however, that if any class of Reset Rate Notes is then in Foreign
Exchange Mode, the Outstanding Amount shall be based on the U.S. Dollar
Equivalent Principal Amount of that class of Reset Rate Notes.


 


“Paying Agent” means, with respect to the Notes (other than any
class of Reset Rate Notes denominated in a currency other than U.S. Dollars),
the Indenture Trustee or any other Person that meets the eligibility standards
for the Indenture Trustee specified in Section 6.11 of the Indenture and is
authorized by the Eligible Lender Trustee, on behalf of the Trust, to make the
payments to and distributions from the Collection Account and payments of
principal of and interest and any other amounts owing on the Notes on behalf of
the Trust.  With respect to any class of
Reset Rate Notes denominated in a currency other than U.S. Dollars, Paying
Agent means the London Paying Agent and the Luxembourg Paying Agent.


 


31





















 


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


 


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


 


“Pool Balance” for any date means the aggregate principal
balance of the Trust Student Loans on that date (including accrued interest
that is expected to be capitalized) as such balance has been reduced through
such date by:


 


(a)                                  all
payments received by the Trust through that date from borrowers, the Guarantors
and the Department;


 


(b)                                 all
amounts received by the Trust through that date from repurchases of the Trust
Student Loans by SLM ECFC, VG Funding, or the Depositor, as applicable, or
purchases by the Servicer;


 


(c)                                  all
Liquidation Proceeds and Realized Losses on the Trust Student Loans liquidated
through that date;


 


(d)                                 the
amount of any adjustments to the outstanding principal balances of the Trust
Student Loans that the Servicer makes under the Servicing Agreement through
that date; and


 


(e)                                  the
amount by which Guarantor reimbursements of principal on defaulted Trust
Student Loans through that date are reduced from 100% to 98%, or other
applicable percentage, as required by the risk sharing provisions of the Higher
Education Act.


 


“Pounds Sterling Account” means any account designated as such,
established and maintained pursuant to Section 2.3(p) of the Administration
Agreement.


 


“Predecessor Note” means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition, any
Note authenticated and delivered under Section 2.5 of the Indenture and in lieu
of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the
same debt as the mutilated, lost, destroyed or stolen Note.


 


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


 


“Prime Rate” means, for any relevant Interest Rate Determination
Date prior to each Interest Rate Change Date, the prime rate or base lending
rate on that date, as published in H.15(519), prior to 3:00 p.m., New York City
time, on that Interest Rate Determination Date under the heading “Bank Prime
Loan.”  The Administrator will observe
the following procedures if the Prime Rate cannot be determined as described
above: (i) if the rate described above is not published in H.15(519) prior to
3:00 p.m., New York City time, on the relevant Interest Rate


 


32





















 


Determination
Date unless the calculation is made earlier and the rate was available from
that source at that time, then the Prime Rate will be the rate for that
Interest Rate Determination Date, as published in H.15 Daily Update or another
recognized electronic source for displaying such rate opposite the caption “Bank
Prime Loan”, (ii) if the above rate is not published in either H.15(519), H.15
Daily Update or another recognized electronic source for displaying such rate
by 3:00 p.m., New York City time, on the relevant Interest Rate Determination
Date, then the Administrator will determine the Prime Rate to be the average of
the rates of interest publicly announced by each bank that appears on the
Reuters screen designated as “USPRIME1” as that bank’s prime rate or base
lending rate as in effect on that Interest Rate Determination Date, (iii) if
fewer than four rates appear on the Reuters screen USPRIME1 page on the
relevant Interest Rate Determination Date, then the Prime Rate will be the
average of the prime rates or base lending rates quoted, on the basis of the
actual number of days in the year divided by a 360-day year, as of the close of
business on that Interest Rate Determination Date by three major banks in New
York City selected by the Administrator, or (iv) if the banks selected by the
Administrator are not quoting as mentioned above, the Prime Rate will remain
the prime rate then in effect on that Interest Rate Determination Date.


 


“Principal Distribution Amount” means, (i) with respect to the
initial Distribution Date, the amount by which the sum of the Outstanding
Amount of the Notes exceeds the Adjusted Pool Balance for that Distribution
Date, and (ii) with respect to each subsequent Distribution Date, the sum of
the amount by which the Adjusted Pool Balance for the preceding Distribution
Date exceeds the Adjusted Pool Balance for that Distribution Date.


 


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


 


“Purchase Agreement” means either the SLM ECFC Purchase
Agreement or the VG Funding Purchase Agreement, each dated as of August 11,
2005.


 


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


 


“Purchased Student Loan” means a Trust Student Loan which is, as
of the close of business on the last day of a Collection Period, purchased by
the Servicer pursuant to Section 3.5 of the Servicing Agreement or repurchased
by the Depositor pursuant to Section 6 of the Sale Agreement, repurchased by
SLM ECFC pursuant to Section 6 of the SLM ECFC Purchase Agreement, repurchased
by VG Funding pursuant to Section 6 of the VG Funding Purchase Agreement or
sold to another eligible lender holding one or more Serial Loans with respect
to such Trust Student Loan pursuant to Section 3.11E of the Servicing
Agreement.


 


“QIB” means a “qualified institutional buyer” as defined in Rule
144A under the Act.


 


“Quarterly Funding Amount” means, for each class of Reset Rate
Notes, for any Distribution Date that is (1) more than one year before the next
related Reset Date, zero and (2) one year or less before the next related Reset
Date, an amount to be deposited into the Remarketing Fee Account for the Reset
Rate Notes so that the amount therein in respect of that


 


33





















 


class
equals the Quarterly Required Amount for that class; provided, however, that if
on any Distribution Date that is not a Reset Date, the amount on deposit in the
Remarketing Fee Account in respect of that class is greater than the Quarterly
Required Amount for that class, such excess will be transferred to the
Collection Account and included in Available Funds for that Distribution Date.


 


“Quarterly Required Amount” means, for each class of Reset Rate
Notes, (1) on any related Reset Date, the Reset Period Target Amount for that
class or (2) on a Distribution Date that is one year or less before the next
related Reset Date (x) the Reset Period Target Amount for that class multiplied
by (y) five (5) minus the number of Distribution Dates remaining until the next
Reset Date for that class (excluding the current Distribution Date and
including the next Reset Date), divided by (z) five (5).


 


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


 


“Rating Agency Condition” means, with respect to any intended
action, that each Rating Agency then rating a class of Notes shall have been
given 10 days’ prior written notice thereof and that each such Rating Agency
shall have notified the Administrator, the Servicer, the Eligible Lender
Trustee, the Indenture Trustee and the Remarketing Agents, if applicable, in
writing that such proposed action will not result in and of itself in the
reduction or withdrawal of its then-current rating of any class of Notes.


 


“Realized Loss” means the excess of the principal balance,
including any interest that had been or had been expected to be capitalized, of
any Liquidated Student Loan over Liquidation Proceeds for that Liquidated
Student Loan to the extent allocable to principal, including any interest that
had been or had been expected to be capitalized.


 


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


 


“Recoveries” means moneys collected from whatever source with
respect to any Liquidated Student Loan which was written off in prior
Collection Periods or during the current Collection Period, net of the sum of
any amounts expended by the Servicer for the account of any Obligor and any
amounts required by law to be remitted to any Obligor.


 


“Redemption Date” means in the case of a payment to Noteholders
pursuant to Section 10.1 of the Indenture, the Distribution Date specified
pursuant to Section 10.1 of the Indenture.


 


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


 


34





















 


“Reference Banks” means, with respect to (i) LIBOR, four major
banks in the London interbank market for deposits in U.S. Dollars selected by
the Administrator, (ii) EURIBOR, four major banks in the Euro-zone interbank
market for deposits in Euros selected by the Administrator and (iii) GBP-LIBOR,
four major banks in the London interbank market for deposits in Pounds Sterling
selected by the Administrator.


 


“Registrar” means the Excess Distribution Certificate Registrar
and/or the Note Registrar, as applicable.


 


“Remarketing Agency Agreement” means the collective reference to
an Initial Remarketing Agency Agreement and the Supplemental Remarketing Agency
Agreement.


 


“Remarketing Agent” means, initially, each of Banc of America
Securities LLC and Deutsche Bank Securities Inc.  The Administrator, in its sole discretion,
may change any Remarketing Agent for the Reset Rate Notes for any Reset Period
at any time on or before a Remarketing Terms Determination Date.


 


“Remarketing Agreement” means the Remarketing Agreement dated as
of August 11, 2005 among the Remarketing Agents, the Administrator and the
Trust, as amended or supplemented from time to time.


 


“Remarketing Fee Account” means the account designated as such,
established and maintained pursuant to Section 2.3(i) of the Administration
Agreement.


 


“Remarketing Prospectus” as described in Section 7(e)(i) of the
Remarketing Agreement.


 


“Remarketing Terms Determination Date” means, for a class of
Reset Rate Notes, not later than 3:00 p.m., New York City time, on the eighth
Business Day prior to the applicable Reset Date.


 


“Remarketing Terms Notice” means the notice delivered by the
Remarketing Agents to a the Reset Rate Noteholders, the Indenture Trustee, the
Rating Agencies and the applicable Clearing Agencies on each Remarketing Terms
Determination Date containing the information set forth in the Reset Rate Note
Procedures (Appendix A-2 to the Indenture).


 


“Reserve Account” means the account designated as such,
established and maintained pursuant to Section 2.3(g) of the Administration
Agreement.


 


“Reserve Account Initial Deposit” means $3,800,978.


 


“Reset Date” means a Distribution Date on which certain terms
for a class of Reset Rate Notes may be changed in accordance with the Reset
Rate Note Procedures (Appendix A-2 to the Indenture).


 


“Reset Period” means, with respect to any class of Reset Rate
Notes, a period of at least three months (or any other longer duration that is
a multiple of three months) that will always end on the day before a
Distribution Date, which such Distribution Date will be the next Reset


 


35





















 


Date;
provided that no such Reset Period may end after the day before the
related Reset Rate Notes Maturity Date.


 


“Reset Period Target Amount” means, for each class of Reset Rate
Notes any Distribution Date that is (1) more than one year before the next
related Reset Date, zero, and (2) one year or less before the next related
Reset Date, the highest remarketing fee payable to the Remarketing Agents for
that class of Reset Rate Notes (not to exceed 0.35% of the maximum principal
balance of such class of Reset Rate Notes that could be remarketed) on the next
related Reset Date as determined by the Administrator based on the assumed
weighted average life of such class of Reset Rate Notes and the maximum
remarketing fee set forth on a schedule attached to the Remarketing Agreement,
as such schedule may be amended from time to time.


 


“Reset Rate Note” means any Class A-3 Note or Class A-5 Note.


 


“Reset Rate Note Procedures” means Appendix A-2 to the
Indenture.


 


“Reset Rate Noteholder” means the Person in whose name a Reset
Rate Note is registered in the Note Register.


 


“Reset Rate Notes” means the Class A-3 Notes and Class A-5
Notes.


 


“Reset Rate Notes Maturity Date” means the Class A-3 Maturity
Date or Class A-5 Maturity Date, as applicable.


 


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


 


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


 


“Sale Agreement” means the Sale Agreement Master Securitization
Terms Number 1000, dated as of August 11, 2005, among the Eligible Lender
Trustee on behalf of the Trust, the Trust, the Interim Eligible Lender Trustee
and the Depositor, and the sale agreement or agreements entered into
thereunder.


 


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


 


“Schedule Replacement Order” means an Issuer Order replacing
Schedule A to each class of Reset Rate Notes to be delivered with respect to
the related Reset Date.


 


36





















 


“Servicer” means Sallie Mae, Inc., in its capacity as servicer
of the Trust Student Loans.


 


“Servicer Default” means an event specified in Section 5.1 of
the Servicing Agreement.


 


“Servicer Distribution Date” has the meaning specified in the
Servicing Agreement.


 


“Servicer’s Report” means any report of the Servicer delivered
pursuant to Section 3.1(a) of the Administration Agreement, substantially in
the form acceptable to the Administrator.


 


“Servicing Agreement” means the Servicing Agreement, dated as of
August 11, 2005, among the Trust, the Eligible Lender Trustee, the Servicer,
the Administrator and the Indenture Trustee.


 


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


 


“SLM ECFC” means SLM Education Credit Finance Corporation.


 


“SLM ECFC Purchase Agreement” means the Purchase Agreement
Master Securitization Terms Number 1000, dated as of August 11, 2005, among SLM
ECFC, the Interim Eligible Lender Trustee and the Depositor, as well as each
purchase agreement entered into thereunder.


 


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


 


“Special Allowance Payments” means payments, designated as such,
consisting of effective interest subsidies by the Department in respect of the
Trust Student Loans to the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.


 


“Specified Reserve Account Balance” means, for any Distribution
Date, the greater of:


 


(a)                                  0.25%
of the sum of (i) the Pool Balance and (ii) the amount, if any, on deposit in
the Add-On Consolidation Loan Account (excluding amounts in such account that
will be Available Funds on the next Distribution Date), each as of the close of
business on the last day of the related Collection Period; and


 


(b)                                 $2,280,587;


 


provided that in no event will that balance exceed the Outstanding Amount.  For these purposes, as to a class of Reset
Rate Notes which then is structured not to receive a payment of principal until
the end of the related Reset Period, the Outstanding Amount, or its U.S. Dollar
Equivalent Principal Amount, as applicable, of that class of Reset Rate Notes
will be reduced by any amounts (less any Investment Earnings) on deposit in the
related Accumulation Account for that class of Reset Rate Notes.


 


“Spread” means the percentage, determined by the Remarketing
Agents on the Spread Determination Date, with respect to a class of Reset Rate
Notes that is to bear a floating rate of interest, in excess of or below the
applicable interest rate Index that will be applicable to that class of Reset
Rate Notes during any Reset Period after the initial Reset Period so as to
result in


 


37





















 


an
interest rate that, in the reasonable opinion of the Remarketing Agents, will
enable all of the tendered Reset Rate Notes of that class to be remarketed by
the Remarketing Agents at 100% of the Outstanding Amount thereof.


 


“Spread Determination Date” means, for any class of Reset Rate
Notes, not later than 3:00 p.m., New York City time, on the third Business Day
prior to the applicable Reset Date.


 


“Spread Determination Notice” means the notice delivered by the
Remarketing Agents to the Noteholders of a class of Reset Rate Notes, the
Indenture Trustee, the Rating Agencies, the Clearing Agencies and, if such
class of Reset Rate Notes is then listed on the Luxembourg Stock Exchange, the
Luxembourg Stock Exchange on each Spread Determination Date containing the
information set forth in the Reset Rate Note Procedures (Appendix A-2 to the
Indenture).


 


“Stafford Loan” means a Trust Student Loan designated as such
that is made under the Stafford Loan Program in accordance with the Higher
Education Act.


 


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


 


“Statistical Cutoff Date” means July 25, 2005.


 


“Stepdown Date” means the earlier to occur of (i) the July 2011
Distribution Date or (ii) the first date on which no Class A Notes remain
Outstanding.  For this purpose, the Outstanding
Principal Balance of a class of Reset Rate Notes will be deemed reduced by any
amounts (other than Investment Earnings) on deposit in any related Accumulation
Account.


 


“Student Loans” means education loans to students and parents of
students under the Federal Family Education Loan Program.


 


“Subsequent Cutoff Date” with respect to each Additional Trust
Student Loan or Substituted Trust Student Loan has the meaning set forth in the
related Additional Purchase Agreement and Additional Sale Agreement.


 


“Substituted Trust Student Loan” means each Eligible Loan
substituted by the Depositor pursuant to Section 6(B) of the Sale Agreement and
each related Additional Sale Agreement.


 


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


 


“Successor Servicer” has the meaning specified in Section 3.7(e)
of the Indenture.


 


“Supplemental Interest Account” means any account designated as
such, established and maintained pursuant to Section 2.3(k) of the
Administration Agreement.


 


“Supplemental Interest Account Deposit Amount” means, with
respect to any Distribution Date when a class of Reset Rate Notes is then
structured not to receive a payment of principal until the end of the related
Reset Period, the lesser of:


 


(a)                                  the
product of:


 


38





















 


(1)                                  the
difference between (x) the weighted average of the LIBOR-based rates (as
determined on the LIBOR Determination Date immediately preceding that
Distribution Date) that will be payable by the Trust to any related Swap
Counterparties on the next Distribution Date, or the LIBOR-based rate (as
determined on the LIBOR Determination Date immediately preceding that
Distribution Date) that will be payable by the Trust to the related Noteholders
on the next Distribution Date, as applicable, and (y) an assumed rate of
Investment Earnings that satisfies the Rating Agency Condition,


 


(2)                                  the
amount on deposit in the related Accumulation Account immediately after that
Distribution Date, and


 


(3)                                  the
actual number of days from that Distribution Date to the next Reset Date for
that class of Reset Rate Notes, divided by 360; and


 


(b)                                 an amount that satisfies the Rating Agency Condition.


 


“Supplemental Purchase Account” means an account designated as
such, established and maintained pursuant to Section 2.3(q) of the
Administration Agreement.


 


“Supplemental Purchase Account Initial Deposit” means
$2,894,972.82 which is equal to the excess, if any, of (x) the Pool Balance as
of the Statistical Cutoff Date over (y) the Initial Cutoff Date Pool Balance; provided
that such amount is not in excess of 5% of the Pool Balance as of the
Statistical Cutoff Date.


 


“Supplemental Purchase Period” means the period beginning on the
Closing Date and ending ten (10) business days later on August 25, 2005.


 


“Supplemental Remarketing Agency Agreement” means each
agreement, substantially in the form of Appendix C to the Remarketing Agreement
to be entered into on each Spread Determination Date (unless a Call Option has
been exercised or a Failed Remarketing has been declared) among the Remarketing
Agents, the Administrator and the Trust.


 


“Swap Agreement” means the applicable ISDA Master Agreement, and
each related swap schedule and/or Swap Confirmation with respect to the Initial
Interest Rate Swap Agreement and any Currency Swap Agreement and/or Interest
Rate Swap Agreement to be entered into from time to time by the Administrator
or the Eligible Lender Trustee in either case solely on behalf of the Trust and
an Eligible Swap Counterparty, pursuant to the terms and conditions set forth
in the Reset Rate Note Procedures.


 


“Swap Confirmation” means each swap confirmation relating to a
Swap Agreement.


 


“Swap Counterparty” means each Eligible Swap Counterparty from
time to time party to a Swap Agreement, and the Initial Interest Rate Swap
Counterparty (with respect to the Initial Interest Rate Swap Agreement).


 


“Swap Interest Payments” means, with respect to each
Distribution Date, the amount payable to the related Swap Counterparty by the Trust
as a quarterly premium payment pursuant to the related Swap Agreement.


 


39





















 


“Swap Payments” means, with respect to each Distribution Date,
the amount, if any, payable to a Swap Counterparty by the Trust for such date,
including amounts due and unpaid from prior Distribution Dates (other than Swap
Termination Payments), as specified in the applicable Swap Agreement.


 


“Swap Receipts” means, with respect to each Distribution Date,
the amount required to be received from the related Swap Counterparty by the
Trust for such date (other than Swap Termination Payments), as specified in the
related Swap Agreement.


 


“Swap Termination Date” means the date on which Swap Agreement
terminates in accordance with its terms, which with respect to the Initial
Interest Rate Swap Agreement is April 25, 2008, the Initial Reset Date for the
Class A-3 Notes.


 


“Swap Termination Payments” shall have the meaning set forth in
each Swap Agreement.


 


“TARGET” means the Trans-European Automated Real-time Gross
Settlement Express Transfer System.


 


“Telerate Page 248” means the display page so designated on the
Moneyline Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).


 


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


 


“Telerate Page 7051” means the display page so designated on the
Moneyline Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).


 


“Telerate Page 7052” means the display page so designated on the
Moneyline Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).


 


“Three-Month LIBOR” and “Two-Month LIBOR” means, with
respect to any Accrual Period, the London interbank offered rate for deposits
in U.S. Dollars having the Index Maturity which appears on Telerate Page 3750
as of 11:00 a.m. London time, on the related LIBOR Determination Date.  If this rate does not appear on Telerate Page
3750, the rate for that day will be determined on the basis of the rates at
which deposits in U.S. Dollars, having the Index Maturity and in a principal
amount of not less than U.S. $1,000,000, are offered at approximately 11:00
a.m., London time, on that LIBOR Determination Date, to prime banks in the
London interbank market by the Reference Banks. 
The Administrator will request the principal London office of each
Reference Bank to provide a quotation of its rate.  If the Reference Banks provide at least two
quotations, the rate for that day will be the arithmetic mean of the
quotations.  If the Reference Banks
provide fewer than two quotations, the rate for that day will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by the
Administrator, at approximately 11:00 a.m., New York time, on that LIBOR
Determination Date, for loans in U.S. Dollars to leading European banks having
the Index Maturity and in a principal amount of not


 


40





















 


less
than U.S. $1,000,000.  If the banks
selected as described above are not providing quotations, LIBOR in effect for
the applicable Accrual Period will be LIBOR for the specified maturity in
effect for the previous Accrual Period.


 


“Transfer” an offer, sale, pledge, transfer or other disposition
of a Note or any interest therein.


 


“Transfer Date” has the meaning specified in Section 5.2(a) of
the Administration Agreement.


 


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


 


“Trigger Event” means, on any Distribution Date while any of the
Class A Notes are outstanding, the Outstanding Amount of the Notes, less any
amounts on deposit in any Accumulation Account (other than Investment
Earnings), after giving effect to distributions to be made on that Distribution
Date, would exceed the Adjusted Pool Balance as of the end of the related
Collection Period.


 


“Trust” means SLM Student Loan Trust 2005-7, a Delaware
statutory trust established pursuant to the Trust Agreement.


 


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


 


“Trust Accounts” has the meaning specified in Section 2.3(b) of
the Administration Agreement.


 


“Trust Agreement” means the short-form trust agreement, dated as
of July 29, 2005, between the Depositor and the Eligible Lender Trustee, as
amended and restated pursuant to an Amended and Restated Trust Agreement, dated
as of August 11, 2005 among the Depositor, the Eligible Lender Trustee and the
Indenture Trustee.


 


“Trust Auction Date” has the meaning specified in Section 4.4 of
the Indenture.


 


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


 


41





















 


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


 


“Trust Student Loan” means any student loan that is listed on
the Schedule of Initial Trust Student Loans on the Closing Date, plus any
Additional Trust Student Loan, plus any student loan that is permissibly
substituted for a Trust Student Loan by the Depositor pursuant to Section 6 of
the Sale Agreement or pursuant to Section 6 of an Additional Sale Agreement, or
by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall
not include any Purchased Student Loan following receipt by or on behalf of the
Trust of the Purchase Amount with respect thereto or any Liquidated Student
Loan following receipt by or on behalf of the Trust of Liquidation Proceeds
with respect thereto or following such Liquidated Student Loan having otherwise
been written off by the Servicer.


 


“Trust Student Loan Files” means the documents specified in
Section 2.1 of the Servicing Agreement.


 


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


 


“Underwriter” means each of Banc of America Securities LLC,
Deutsche Bank Securities Inc., Credit Suisse First Boston LLC, Greenwich
Capital Markets, Inc. and Wachovia Capital Markets, LLC.


 


“U.S. Dollar Equivalent Principal Amount” means, with respect to
the Reset Rate Notes while in Foreign Exchange Mode, the U.S. Dollar equivalent
of the Outstanding Amount of such class of Reset Rate Notes in Foreign Exchange
Mode as of the date of determination based on the exchange rate provided in the
related Currency Swap Agreement.


 


“VG Funding” means VG Funding, LLC.


 


“VG Funding Eligible Lender Trustee” means Chase Bank USA,
National Association, a national banking association, not in its individual
capacity but solely as interim eligible lender trustee for the benefit of VG
Funding under the VG Funding Interim Trust Agreement.


 


“VG Funding Interim Trust Agreement” means the Interim Trust
Agreement, dated as of August 1, 2005, between VG Funding and the VG Funding
Eligible Lender Trustee.


 


“VG Funding Purchase Agreement” means the Purchase Agreement
Master Securitization Terms Number 1000, dated as of August 11, 2005 among VG
Funding, the VG Funding Interim Eligible Trustee, the Interim Eligible Lender
Trustee and the Depositor, as well as each purchase agreement entered into
thereunder.


 


42





















 


APPENDIX
A-2


 


RESET RATE NOTE PROCEDURES


 


Section 1.                                            Definitions:  All terms which are defined in Appendix
A-1 shall have the same meanings in this Appendix A-2.


 


Section 2.                                            Interest
Rates; Principal Payments: (a)  Each
class of Reset Rate Notes will bear interest for each related Reset Period at
the rate set forth on Schedule A attached to the related Reset Rate Note as
determined in accordance with Section 2(b) below; provided that during
each initial Reset Period, each class of Reset Rate Notes will bear interest
from the Closing Date through and including the related Initial Reset Date at
the rate set forth in the first sentence of the definitions of “Class A-3 Rate,”
and “Class A-5 Rate,” respectively. 
Interest on each class of Reset Rate Notes shall be payable by the Trust
with respect to each Distribution Date at the priority level set forth in
Section 2.8(d) of the Administration Agreement; provided that if
interest due to a class of Reset Rate Notes is payable through a Swap
Agreement, the related Swap Interest Payments will be payable by the Trust to
the related Swap Counterparty, and by the Swap Counterparty to the Trust (for
payment to the related Reset Rate Noteholders), as described in Section 10
below.


 


(b)                                 After
each initial Reset Period, each class of Reset Rate Notes may be reset to bear
either a fixed or floating rate of interest at the option of the Remarketing
Agents, in consultation with the Administrator. 
The interest rate of each class of Reset Rate Notes will be reset as of
each related Reset Date as determined by (i) the Remarketing Agents, in
consultation with the Administrator, with respect to (A) the length of the
related Reset Period, (B) whether the rate is fixed or floating and (x) if
floating, the applicable Index, or (y) if fixed, the applicable pricing
benchmark, (C) the applicable Day Count Basis, (D) the applicable currency
denomination, i.e., U.S. Dollars, Euros, Pounds Sterling or another non-U.S.
Dollar currency, (E) if in Foreign Exchange Mode, the applicable Distribution
Dates on which interest will be paid to the related Reset Rate Noteholders, if
other than quarterly, (F) the applicable Interest Rate Determination Dates
within each Accrual Period, (G) the interval between Interest Rate Change Dates
during each Accrual Period and (H) if applicable, the related All Hold
Rate, and (ii) the Remarketing Agents (in their sole determination) with
respect to the setting of the (A) fixed rate of interest or (B) Spread to the
chosen Index, as applicable.


 


(c)                                  In
the event that any class of Reset Rate Notes is reset (i) to bear (or continue
to bear) interest at a floating rate, (ii) to bear (or continue to bear) a
fixed rate of interest and/or (iii) to be denominated (or continue to be
denominated) in a currency other than U.S. Dollars, and the Remarketing Agents,
in consultation with the Administrator determine that it would be in the best
interest of the Trust based on existing market conditions to enter into one or
more Swap Agreements, the Administrator will be responsible for arranging, on
behalf of the Trust, one or more Swap Agreements to hedge the basis risk and/or
currency exchange risk (as applicable) and, together with the Remarketing
Agents, for selecting the Swap Counterparties thereto in accordance with the
procedures set forth in Section 10(d) below. 
No class of Reset Rate Notes will be reset (or continue) to bear
interest at a floating rate that is not based on LIBOR or a Commercial Paper Rate,
at a fixed rate or to be denominated in a currency other than U.S. Dollars
unless one or more Swap Agreements are entered into as of the related Reset
Date that


 


1





















 


results in the Rating Agency Condition being satisfied.  In connection with each Swap Agreement, the
Remarketing Agents shall solicit bids from Eligible Swap Counterparties in
accordance with the procedures set forth in Section 10(d) below.


 


(d)                                 Each
class of Reset Rate Notes shall be entitled either (i) to receive payments of
principal in reduction of its Outstanding Amount on each Distribution Date at
the priority level set forth in Section 2.8(f) of the Administration Agreement
or (ii) if such class is then structured not to receive a payment of principal
until the end of the related Reset Period, to receive allocations of principal
at the priority level set forth in Section 2.8(f) of the Administration
Agreement on each Distribution Date; provided, however, that such
amounts referred to in this clause (ii) shall not be paid in reduction of the
Outstanding Amount of such class of Reset Rate Notes, and instead all such
amounts shall be deposited into the related Accumulation Account for payment to
the related Reset Rate Noteholders or the related Currency Swap Counterparty,
as applicable, on or about the next related Reset Date as set forth in Section
11(a) below.


 


Section 3.                                            End
of Reset Period Notice:  (a)  Unless the holder of the related Call Option
has delivered the related Call Option Notice, the Administrator, not less than
fifteen nor more than thirty calendar days prior to any Remarketing Terms
Determination Date, will (i) give written notice (including facsimile or
other electronic transmission, if permitted pursuant to the recipient’s
standard procedures) to the applicable Clearing Agencies and the Luxembourg
Stock Exchange (for so long as the related class of Reset Rate Notes is listed
on such exchange), with a copy to the Indenture Trustee, notifying them of the
upcoming Reset Date and the identities of the related Remarketing Agents and
stating whether tender is deemed mandatory or optional for the applicable class
of Reset Rate Notes on the related Reset Date (the “Initial Reset Date Notice”),
(ii) request that each Clearing Agency notify its participants of (1) the
contents of the Initial Reset Date Notice, (2) the Remarketing Terms Notice to
be given on the Remarketing Terms Determination Date pursuant to Section 4(d)
below, (3) the Spread Determination Notice to be given on the Spread
Determination Date pursuant to Section 9(e) below, and (4) if applicable,
the procedures concerning the timely delivery of a Hold Notice pursuant to
Section 8 below that must be followed if any beneficial owner of a class of
Reset Rate Notes wishes to retain its Reset Rate Notes.  For so long as the related class of Reset
Rate Notes is listed on the Luxembourg Stock Exchange, a copy of such notices
will be sent to the Luxembourg Stock Exchange and each of the Remarketing Terms
Notice and the Spread Determination Notice will also be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be d’Wort) and (iii) provide representatives of the Luxembourg
Stock Exchange with the Remarketing Prospectus as defined in the Remarketing
Agreement.


 


(b)                                 The
Administrator will also include in each Initial Reset Date Notice the names and
contact information of the Luxembourg Listing Agent, if applicable, and any
Remarketing Agents confirmed or appointed by the Administrator, or if no
Remarketing Agents have then been so chosen, the Administrator will provide
adequate contact information for Reset Rate Noteholders to receive information
regarding the upcoming Reset Date.


 


(c)                                  If
the related Clearing Agency or its respective nominee, as applicable, is no
longer the holder of record of the related class of Reset Rate Notes, the
Administrator, or the Remarketing Agents on its behalf, will send the related
Reset Rate Noteholders, with a copy to the Indenture Trustee and the Luxembourg
Listing Agent, as applicable, the required notices


 


2





















 


setting forth the information in Sections 3(a) and 3(b) above not less
than fifteen nor more than thirty calendar days prior to any Remarketing Terms
Determination Date.  In addition, in the
event that Definitive Notes evidencing an interest in any class of Reset Rate
Notes are issued, the Administrator shall cause the Note Registrar to provide
to the relevant Reset Rate Noteholders and the Luxembourg Listing Agent, as
applicable, any additional procedures applicable to such Reset Rate Notes while
in definitive form.


 


Section 4.                                            Remarketing
Terms Determination Date:  (a)  Subject to the provisions of the Remarketing
Agreement, prior to the Remarketing Terms Determination Date, and unless the
holder of the related Call Option has delivered the related Call Option Notice,
the Administrator shall re-affirm the capability of the initial Remarketing
Agents to perform under the Remarketing Agreement, and/or enter into new
remarketing agreements with other or additional remarketing agents, who shall
function as the Remarketing Agents with respect to the related Reset Date.  On each Remarketing Terms Determination Date,
the Trust, the Administrator and the Remarketing Agents will enter into a
Remarketing Agency Agreement for the remarketing of the related class of Reset
Rate Notes.


 


(b)                                 If
the Remarketing Agents, in consultation with the Administrator, determine prior
to the Remarketing Terms Determination Date that any Currency Swap Agreements
required pursuant to Section 2(c)(iii) above will not be obtainable on the
related Reset Date, the related class of Reset Rate Notes must be denominated
in U.S. Dollars during the next related Reset Period.


 


(c)                                  Unless
the holder of the related Call Option has delivered the related Call Option
Notice, on or prior to the Remarketing Terms Determination Date the Remarketing
Agents will notify the related Reset Rate Noteholders whether tender is deemed
mandatory or optional and, in consultation with the Administrator, will
establish the following terms for the related class of Reset Rate Notes to be
applicable during the immediately following related Reset Period:


 


(i)                                     the
expected weighted average life of that class of Reset Rate Notes, based on
prepayment and other assumptions customary for comparable securities;


 


(ii)                                  the
name and contact information of the Remarketing Agents;


 


(iii)                               the
next Reset Date and length of such Reset Period;


 


(iv)                              the
interest rate mode (i.e., fixed rate or floating rate);


 


(v)                                 the
currency denomination;


 


(vi)                              the
applicable minimum denominations and additional increments for such class of
Reset Rate Notes;


 


(vii)                           if
two or more applicable classes of Reset Rate Notes are successfully remarketed
on the same Reset Date, whether there will be any change in the relative
priorities with respect to the right to receive payments of principal (provided
that any such change may not affect the relative payment priority of any other
class of Reset Rate Notes not being reset on such Reset Date);


 


3





















 


(viii)                        if
in Foreign Exchange Mode, the identities of the Eligible Swap Counterparties
from which bids will be solicited;


 


(ix)                                if
in Foreign Exchange Mode, the applicable Distribution Dates on which interest
and principal will be paid to the related Reset Rate Noteholders, if other than
quarterly;


 


(x)                                   whether
the applicable class will be structured to amortize periodically or to receive
a payment of principal only at the end of the related Reset Period;


 


(xi)                                if
in floating rate mode, the applicable Index;


 


(xii)                             if
in floating rate mode, the interval between Interest Rate Change Dates;


 


(xiii)                          if
in floating rate mode, the applicable Interest Rate Determination Date;


 


(xiv)                         if
in fixed rate mode, the applicable fixed rate pricing benchmark;


 


(xv)                            if
in fixed rate mode, the identities of the Eligible Swap Counterparties from
which bids will be solicited;


 


(xvi)                         if
in floating rate mode, whether there will be a related Swap Agreement and, if
so, the identities of the Eligible Swap Counterparties from which bids will be
solicited;


 


(xvii)                      the
applicable Day Count Basis;


 


(xviii)                   the
related All Hold Rate, if applicable;


 


(xix)                           if
Definitive Notes are to be issued, the procedures for delivery and exchange of
Definitive Notes and for dealing with lost or mutilated notes; and


 


(xx)                              any
other relevant terms incidental to the foregoing (other than the related Spread
or fixed rate of interest, as applicable) for the next Reset Period;


 


provided
that any interest rate mode, other than a floating rate based on LIBOR or a
Commercial Paper Rate, will require that the Rating Agency Condition be
satisfied prior to the delivery of the related Remarketing Terms Notice.


 


(d)                                 The
Remarketing Agents will communicate all of the information established in
Section 4(c) above in the Remarketing Terms Notice required to be given in
writing (including facsimile or other electronic transmission if in accordance
with each Clearing Agency’s standard procedures) to each Clearing Agency (and
the Luxembourg Stock Exchange if the Reset Rate Notes are then listed on such
exchange) or to the related Reset Rate Noteholders if Definitive Notes have
been issued, as applicable, the Indenture Trustee and the Rating Agencies on
the Remarketing Terms Determination Date.


 


4





















 


(e)                                  In
addition, prior to the Remarketing Terms Determination Date, the Administrator
shall cause the Schedule Replacement Order with respect to the related Reset
Rate Notes to be delivered to the Indenture Trustee, the Clearing Agencies and,
if the related class of Reset Rate Notes is then listed on the Luxembourg Stock
Exchange, the Luxembourg Listing Agent. 
Furthermore, the Administrator shall also prepare, on behalf of the
Trust, a preliminary Remarketing Prospectus, dated as of the Remarketing Terms
Determination Date, setting forth the relevant terms for the next Reset Period
in addition to current information regarding the pool of Trust Student Loans.


 


Section 5.                                            All
Hold Rate:  (a)  On each Remarketing Terms Determination Date
for a class of Reset Rate Notes which is denominated in U.S. Dollars during
both the then-current Reset Period and the immediately following Reset Period,
the Remarketing Agents, in consultation with the Administrator, will establish
the related All Hold Rate for that class of Reset Rate Notes.  With respect to any class of Reset Rate Notes
that is either in Foreign Exchange Mode during the then-current Reset Period or
will be reset into Foreign Exchange Mode on the immediately following Reset
Date, all related Reset Rate Noteholders will be deemed to have tendered their
Notes on the related Reset Date, regardless of any desire by such Reset Rate
Noteholders to retain their ownership thereof, and no All Hold Rate will be
applicable.


 


(b)                                 The
All Hold Rate will only be applicable if 100% of the Reset Rate Noteholders of
a class deliver timely Hold Notices wherein they elect to hold their Reset Rate
Notes for the next related Reset Period. 
If applicable, the related interest rate for that class of Reset Rate
Notes during the immediately following Reset Period will not be less than the
All Hold Rate.  If the rate of interest
using the Spread or fixed rate of interest established on the Spread
Determination Date is higher than the All Hold Rate, then upon a successful
remarketing of the related class of Reset Rate Notes, all related Reset Rate
Noteholders who delivered a Hold Notice agreeing to be subject to the All Hold
Rate instead will be entitled to the higher rate of interest during the
immediately following Reset Period.


 


Section 6.                                            Failed
Remarketing:  (a)  With respect to each Reset Date for which the
holder of the related Call Option does not deliver the related Call Option
Notice, a Failed Remarketing will be declared by the Remarketing Agents and the
provisions of this Section 6 will apply if any of the conditions set forth in
the definition of “Failed Remarketing” are applicable.  In order to prevent the declaration of a
Failed Remarketing, the Remarketing Agents will have the option, but not the
obligation, to purchase any Reset Rate Notes tendered that they are not
otherwise able to remarket or with respect to which a committed purchaser
defaults on their purchase obligations.


 


(b)                                 At
any time a Failed Remarketing is declared: (i) all related Reset Rate Notes
will be retained by the related Reset Rate Noteholders on the related Reset
Date, regardless of any deemed mandatory or voluntary tenders made to the
Remarketing Agents, (ii) the Failed Remarketing Rate for such class of Reset
Rate Notes will apply for the related Reset Period and (iii) a Reset Period of
three months will be established.  In
addition, if a class of Reset Rate Notes are in Foreign Exchange Mode at the
time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and
(ii) shall also apply.


 


5





















 


(c)                                  If
there is a Failed Remarketing of a class of Reset Rate Notes, the related Reset
Rate Noteholders shall not be entitled to exercise any remedies as a result of
the failure of their class of Reset Rate Notes to be remarketed on the related
Reset Date.


 


Section 7.                                    Call
Option:  (a)  With respect to each Reset Date, the
Depositor, as the initial holder of the Excess Distribution Certificate, is
hereby granted a Call Option for the purchase of not less than 100% of the
related class of Reset Rate Notes, exercisable at a price equal to 100% of the
Outstanding Amount of that class of Reset Rate Notes, less all amounts
distributed to the related Reset Rate Noteholders as a payment of principal
with respect to the related Distribution Date(s), plus any accrued and unpaid
interest not paid by the Trust with respect to the applicable Reset Date.


 


(b)                                 The
Depositor, as the initial holder of the Excess Distribution Certificate,
effective as of the Closing Date, hereby transfers all of its right, title and
interest in and to each Call Option to SLM Education Credit Finance Corporation
and then SLM Education Credit Finance Corporation shall transfer all of its
right, title and interest therein to SLM Investment Corporation, which upon
receipt thereof will dividend all of its right, title and interest in and to
each Call Option to SLM Corporation, and in acceptance of such transfer SLM
Corporation also hereby agrees to abide by all terms and conditions hereunder
with respect to each Call Option as set forth in these Reset Rate Note
Procedures.


 


(c)                                  SLM
Corporation may further transfer ownership of either Call Option at any time to
one of its Affiliates; provided that such permitted transferee has at no
time in the past owned, and is not obligated under either the Purchase
Agreements or the Sale Agreement to transfer, an interest in any of the Trust
Student Loans.


 


(d)                                 A
Call Option may be exercised with respect to the related class of Reset Rate
Notes at any time on or prior to the determination of the related Spread or
fixed rate or the declaration of a Failed Remarketing, as applicable, on the
related Spread Determination Date by delivery of a Call Option Notice; provided
that such Call Option may not be exercised before the day following the last
Distribution Date immediately preceding the next applicable Reset Date.  In addition, for so long as the related class
of Reset Rate Notes is listed on the Luxembourg Stock Exchange, the holder of
the related Call Option shall cause a notice of the exercise of the related
Call Option to be published in a leading newspaper having general circulation
in Luxembourg (which is expected to be d’Wort).  Once written notice of the exercise of a Call
Option is given, such exercise may not be rescinded.


 


(e)                                  All
amounts due and owing to the related Reset Rate Noteholders shall be remitted
on or before the related Reset Date by the holder of the related Call Option in
accordance with the standard procedures established by the Clearing Agencies
for transfer of securities to ensure timely payment of principal to the related
Reset Rate Noteholders on the related Reset Date.


 


(f)                                    In
the event that a Call Option is exercised with respect to a class of Reset Rate
Notes then in Foreign Exchange Mode, the holder of such Call Option shall
deliver the U.S. Dollar Equivalent Principal Amount remaining after all
payments of principal are made with respect to the related Distribution Date,
and interest (if applicable) owing to the Reset Rate


 


6





















 


Noteholders to the Remarketing Agents for delivery to the Swap
Counterparties to the related Currency Swap Agreements, who shall exchange such
amount into the applicable currency for delivery to the related Reset Rate
Noteholders; provided, however, that if there are no such
Currency Swap Agreements then in effect, the holder of such Call Option shall
remit all amounts due and owing to the Remarketing Agents for delivery to the
Reset Rate Noteholders in the applicable currency on or before the Reset Date
in accordance with the standard procedures established by the related Clearing
Agencies for transfer of securities to ensure timely payment of principal to
the related Reset Rate Noteholders on the related Reset Date.


 


(g)                                 If
a Call Option is exercised with respect to any class of Reset Rate Notes, (i)
the interest rate on that class of Reset Rate Notes will be the Call Rate, (ii) that
class of Reset Rate Notes will be denominated in U.S. Dollars and (iii) a
Reset Period of three months will be established.  At the end of such three month Reset Period,
the holder of the related Call Option may either remarket the related class of
Reset Rate Notes pursuant to the remarketing procedures set forth herein and in
the Remarketing Agreement, or retain that class of Reset Rate Notes for one or
more successive three-month Reset Periods at the then-current Call Rate.  In the event the holder of the related Call
Option chooses to remarket any class of Reset Rate Notes, such holder shall be
solely responsible for all costs and expenses relating to the preparation of
any new offering document and any other related costs and expenses associated
with such remarketing, other than the fees of the Remarketing Agents, as more
fully set forth in Section 3 of the Remarketing Agreement.


 


(h)                                 Other
than in connection with the exercise of a Call Option, neither SLM Corporation,
SLM ECFC, VG Funding, the Trust or any of their Affiliates shall have the
ability to purchase any Reset Rate Notes tendered to the Remarketing Agents.


 


Section 8.                                            Hold
Notice:  For a class of Reset Rate
Notes that is denominated in U.S. Dollars during both the then-current Reset Period
and the immediately following Reset Period, the related Reset Rate Noteholders
will have the option to deliver a Hold Notice to any Remarketing Agent setting
forth their desire to hold their Reset Rate Notes for the next Reset Period at
a rate of interest not less than the All Hold Rate and on the terms set forth
in the related Remarketing Terms Notice, at any time on or after the
Remarketing Terms Determination Date until the Notice Date.  Such Hold Notice may be delivered as an oral
statement to a Remarketing Agent, if subsequently confirmed in writing within
24 hours, which confirmation may be in the form of an e-mail if timely received
by the Remarketing Agent.  If a Reset
Rate Noteholder does not timely deliver a Hold Notice to a Remarketing Agent (such
Hold Notice not to be considered delivered until actually received by such
Remarketing Agent), that Reset Rate Noteholder will be deemed to have tendered
for remarketing 100% of the Outstanding Amount of its related class of Reset
Rate Notes.  Any duly delivered Hold
Notice will be irrevocable, but will be subject to a mandatory tender of the
applicable Reset Rate Notes pursuant to any exercise of the related Call
Option.  All of the Reset Rate Notes of
an applicable class, whether tendered or not, will bear interest during any
related Reset Period on the same terms.


 


Section 9.                                            Spread
Determination Date:  (a)  On each Spread Determination Date, unless a
Failed Remarketing has been declared or the holder of the related Call Option
has delivered the related Call Option Notice, the Administrator, the Trust and
the Remarketing Agents will enter into a Supplemental Remarketing Agency
Agreement.


 


7





















 


(b)                                 If
pursuant to the Remarketing Terms Notice, the Remarketing Agents, in
consultation with the Administrator, have determined that a class of Reset Rate
Notes is to be reset to bear a fixed rate of interest, then the applicable
fixed rate of interest for the corresponding Reset Period will be determined on
the Spread Determination Date by adding (i) the applicable spread as
determined by the Remarketing Agents on the Spread Determination Date and
(ii) the yield to maturity on the Spread Determination Date of the
applicable fixed rate pricing benchmark, selected by the Remarketing Agents, as
having an expected weighted average life based on a scheduled maturity at the
next Reset Date, which would be used in accordance with customary financial
practice in pricing new issues of asset-backed securities of comparable average
life; provided that such fixed rate of interest will in no event be
lower than the related All Hold Rate, if applicable.  The Remarketing Agents shall determine the
applicable fixed rate of interest for such class of Reset Rate Notes (by
reference to the applicable fixed rate pricing benchmark plus or minus the
spread determined on the Remarketing Terms Determination Date) on each Spread
Determination Date irrespective of whether no remarketing will occur as the
result of the application of the All Hold Rate, if applicable.  In addition, on the related Spread
Determination Date, the Remarketing Agents, in consultation with the
Administrator, shall determine the Supplemental Interest Account Deposit
Amount, if any, for that class of Reset Rate Notes.


 


(c)                                  If
pursuant to the Remarketing Terms Notice, the Remarketing Agents, in
consultation with the Administrator, have determined that a class of Reset Rate
Notes is to be reset to bear a floating rate of interest, then, on the related
Spread Determination Date, the Remarketing Agents will establish the applicable
Spread to be added or subtracted from the applicable Index; provided
that such floating rate of interest will in no event be lower than the related
All Hold Rate, if applicable.  In
addition, on the related Spread Determination Date, the Remarketing Agents, in
consultation with the Administrator, shall determine the Supplemental Interest
Account Deposit Amount, if any, for that class of Reset Rate Notes.


 


(d)                                 If
required pursuant to Section 2(c) above, on the related Reset Date the Trust
shall enter into either (i) one or more Currency Swap Agreements, if the
related class of Reset Rate Notes is to be reset in Foreign Exchange Mode, or
(ii) one or more Interest Rate Swap Agreements if the related class of Reset
Rate Notes is to be reset in U.S. Dollars and to bear interest at a fixed rate
or at a floating rate other than one based on LIBOR or a Commercial Paper Rate,
with an Eligible Swap Counterparty.


 


(e)                                  On
or immediately following the Spread Determination Date, the Remarketing Agents
will communicate in writing (including facsimile or other electronic
transmission if in accordance with each Clearing Agency’s standard procedures)
the contents of the Spread Determination Notice to each Clearing Agency (and
the Luxembourg Stock Exchange if the related class of Reset Rate Notes is then
listed on such exchange) or the Reset Rate Noteholders if Definitive Notes have
been issued, as applicable, with instructions to distribute such notices to its
related participants, or to the related Reset Rate Noteholders, as applicable,
the Indenture Trustee and the Rating Agencies. 
The Spread Determination Date Notice will contain: (i) the determined
Spread or fixed rate of interest, as the case may be, or, if applicable, a
statement that the All Hold Rate or the Failed Remarketing Rate will be in
effect for the immediately following Reset Period, (ii) any applicable currency
exchange rate, (iii) the identity of any selected Swap Counterparty or
Counterparties, if applicable, (iv) if applicable, the floating rate (or rates)
of


 


8





















 


interest to be due to each selected Swap Counterparty with respect to
each Distribution Date during the immediately following Reset Period and (v) any
other information that the Administrator or the Remarketing Agents deem
applicable.  Furthermore, for each class
of Reset Rate Notes to be reset in Foreign Exchange Mode, the currency exchange
rate, the Extension Rate due to each related Currency Swap Counterparty and the
Failed Remarketing Rate applicable to such class for the immediately following
Reset Period will be determined pursuant to the terms of the related Currency
Swap Agreement and contained in the Spread Determination Notice.  In addition, if required for the immediately
following Reset Period, on or before the related Spread Determination Date the
Administrator will arrange for new or additional securities identification
codes to be obtained as required. 
Furthermore, the Administrator, on behalf of the Trust, will prepare the
final Remarketing Prospectus, dated the Spread Determination Date, setting
forth the terms of the Reset Rate Notes for the upcoming Reset Period.


 


Section 10.                                      Swap
Agreements:


 


(a)                                  If
a class of Reset Rate Notes is to be reset in Foreign Exchange Mode, on the
related Reset Date, the Administrator will enter into (not in its individual
capacity, but solely as Administrator on behalf of the Trust) or will instruct
the Eligible Lender Trustee to enter into (not in its individual capacity, but
solely as Eligible Lender Trustee) one or more Currency Swap Agreements for the
related Reset Period.


 


(i)                                     Each
Currency Swap Counterparty which is party to a related Currency Swap Agreement
will be entitled to receive: (A) on the effective date of such Currency Swap
Agreement, all secondary market trade proceeds received from purchasers of the
related class of Reset Rate Notes in the applicable currency, (B) with respect
to each applicable Distribution Date, (x) an interest rate of Three-Month
LIBOR, plus or minus a spread, as determined from the bidding process described
in Section 10(d) below (other than as may be interpolated for an initial or
final calculation period under that Currency Swap Agreement), multiplied by the
U.S. Dollar Equivalent Principal Amount of the related class of Reset Rate
Notes, and multiplied by a fraction determined by the number of days in the
applicable Accrual Period and the applicable Day Count Basis and (y) all
payments of principal in U.S. Dollars that are allocated to the related class
of Reset Rate Notes; provided that if the related class of Reset Rate
Notes is then structured not to receive a payment of principal until the end of
the related Reset Period, all principal payments allocated to the Reset Rate
Notes on any Distribution Date will be deposited into the related Accumulation
Account and paid to the related Swap Counterparties on or about the next Reset
Date as set forth in the related Currency Swap Agreements (including all sums
required to be deposited therein on the Reset Date), but excluding all
Investment Earnings thereon, and (C) on a Reset Date corresponding to a
successful remarketing or an exercise of the related Call Option, all U.S.
Dollar currency equivalent of all secondary market trade proceeds or proceeds
from the exercise of the related Call Option, as applicable, received from the
Remarketing Agents directly from purchasers of the related class of Reset Rate
Notes (if in U.S. Dollars), from the new Currency Swap Counterparty or Counterparties,
as applicable (if in non-U.S. Dollar currency) or from the holder of the
related Call Option, as applicable.


 


9





















 


(ii)                                  In
addition, each related Currency Swap Counterparty will be obligated to pay to
the Trust (for payment to the related Reset Rate Noteholders, if applicable):
(A) on the effective date of such Currency Swap Agreement, the U.S. Dollar
equivalent of all secondary market trade proceeds received from purchasers of
the related Reset Rate Notes, (B) with respect to each applicable Distribution
Date, (x) their applicable percentage of the applicable rate of interest on the
related class of Reset Rate Notes multiplied by the U.S. Dollar Equivalent
Principal Amount of the related class of Reset Rate Notes and multiplied by a
fraction determined by the number of days in the applicable Accrual Period and
the applicable Day Count Basis, and (y) the applicable non-U.S. Dollar currency
equivalent of the U.S. Dollars such Swap Counterparty concurrently receives
from the Trust as a payment of principal allocated to the related class of
Reset Rate Noteholders (including, on the related Maturity Date for such class
of Reset Rate Notes, if a Currency Swap Agreement is then in effect, the
remaining Outstanding Amount of such class of Reset Rate Notes) but only to the
extent that the required U.S. Dollar Equivalent Principal Amount is received
from the Trust on such date, at an exchange rate to be set on the effective
date of and set forth in the related Currency Swap Agreement, (C) on the second
Business Day following a Distribution Date that is also a Reset Date (other
than for any Reset Period following a Reset Date upon which a Failed
Remarketing has occurred, up to and including the Reset Date resulting in a
successful remarketing or an exercise of the related Call Option) their
applicable percentage of interest at the interest rate from and including the
related Reset Date to, but excluding, the second Business Day following such
Reset Date, and (D) on a related Reset Date corresponding to a successful
remarketing or an exercise of the related Call Option, the applicable currency
equivalent of all U.S. Dollar secondary market trade proceeds received by the
Trust from the purchasers of the related Reset Rate Notes or proceeds received
by the Trust from the exercise of the related Call Option, as applicable, at an
exchange rate to be set on the effective date of and set forth in the related
Currency Swap Agreement.  For any Reset
Period following a Reset Date upon which a Failed Remarketing has occurred, up
to any including the Reset Date resulting in a successful remarketing or an
exercise of the related Call Option for that class of Reset Rate Notes,
payments of interest and principal to that class of Reset Rate Noteholders will
be made on the second Business Day following the related Reset Date without the
payment of any additional interest.


 


(b)                                 [Reserved.]


 


(c)                                  On
each Reset Date if a class of Reset Rate Notes is to be reset in U.S. Dollars,
and a Swap Agreement is required pursuant to Sections 2(c) and 9(d) above, then
the Administrator will enter into (not in its individual capacity, but solely
as Administrator on behalf of the Trust) or will instruct the Eligible Lender
Trustee to enter into (not in its individual capacity, but solely as Eligible
Lender Trustee), one or more Interest Rate Swap Agreements for the next Reset
Period to facilitate the Trust’s ability to pay applicable interest at the
related interest rate.


 


(i)                                     Each
Swap Counterparty which is party to a related Interest Rate Swap Agreement will
be entitled to receive on each Distribution Date an interest rate of
Three-Month LIBOR, plus or minus a spread, as determined from the bidding
process described


 


10





















 


in Section 10(d) below, multiplied by the Outstanding Amount of the
related class of Reset Rate Notes and multiplied by a fraction determined by
the number of days in the applicable Accrual Period and the applicable Day
Count Basis.


 


(ii)                                  In
addition, each related Swap Counterparty which is a party to a related Interest
Rate Swap Agreement will be obligated to pay to the Trust on each Distribution
Date, the applicable rate of interest on the related class of Reset Rate Notes
multiplied by the Outstanding Amount of the related class of Reset Rate Notes
and multiplied by a fraction determined by the number of days in the applicable
Accrual Period and the applicable Day Count Basis.


 


(d)                                 Other
than with respect to the Initial Interest Rate Swap Agreements, the Remarketing
Agents, in consultation with the Administrator, in determining the Swap
Counterparty to each required Swap Agreement, will solicit bids from at least
three Eligible Swap Counterparties and will select the lowest of these bids to
provide the interest rate swap and/or currency exchange swap(s).  If the lowest bidder specifies a notional
amount that is less than the Outstanding Amount of the related class of Reset
Rate Notes, the Remarketing Agents, in consultation with the Administrator, may
select more than one Eligible Swap Counterparty, but only to the extent that
such additional Eligible Swap Counterparties have provided the next lowest
received bid or bids, and enter into more than one Swap Agreement that result
in the Rating Agency Condition being satisfied.


 


(e)                                  Other
than with respect to the Initial Interest Rate Swap Agreement it is a condition
precedent to the entering into of any Swap Agreement and the setting of the
amount to be paid to the related Swap Counterparty that the Rating Agency
Condition is satisfied.  No Swap
Agreement will be entered into or caused to be entered into by the Trust, the
Administrator on its behalf or the Remarketing Agents, for any Reset Period
where either the related Call Option has been exercised or a Failed Remarketing
has been declared.


 


(f)                                    Each
Currency Swap Agreement will terminate at the earliest to occur of (i) the
next succeeding Reset Date for which there is a successful remarketing, (ii)
the Reset Date for which the related Call Option is exercised, (iii) the
Distribution Date on which the Outstanding Amount of the related class of Reset
Rate Notes is reduced to zero (including as the result of the optional purchase
of the remaining Trust Student Loans by the Servicer or an auction of the Trust
Student Loans by the Indenture Trustee) or (iv) the Maturity Date of the
related class of Reset Rate Notes.  No
Currency Swap Agreement will terminate solely due to the declaration of a
Failed Remarketing.  Each Interest Rate
Swap Agreement will terminate on the earliest to occur of the next Reset Date,
or the occurrence of an event specified in clause (iii) or (iv) above.


 


(g)                                 With
respect to each Currency Swap Agreement, and in the event that a Failed
Remarketing is declared, the rate of interest due to each related Currency Swap
Counterparty from the Trust on each Distribution Date will be increased to the
Extension Rate and the rate due to the Trust from each related Currency Swap
Counterparty will change to equal the Failed Remarketing Rate.


 


Section 11.                                      Accumulation
Accounts; Supplemental Interest Accounts: 
(a)  If, on any Distribution Date,
principal would be payable to a class of Reset Rate Notes which is then


 


11





















 


structured not to receive a payment of principal until the end of the
related Reset Period, that principal (subject to sufficient Available Funds
therefor) will be allocated to that class of Reset Rate Notes and deposited
into the related Accumulation Account, where it will remain until the next
Reset Date for that class (except that if a class of Reset Rate Notes is in
Foreign Exchange Mode, principal will be paid according to the provisions of
Sections 10(a)(i) and (a)(ii) above), unless an Event of Default under the
Indenture or a sale of the Trust Estate pursuant to Section 6.1 of the
Administration Agreement has occurred (in which case the Indenture Trustee will
distribute all sums on deposit therein (exclusive of Investment Earnings) to
the related Reset Rate Noteholders in accordance with the provisions of Section
5.4(b) of the Indenture or Section 6.1 of the Administration Agreement, as
applicable).


 


(b)                                 On
each Reset Date, for a class of Reset Rate Notes that was structured during the
preceding Reset Period not to receive a payment of principal until the end of
the related Reset Period, all sums, if any, then on deposit in the related
Accumulation Account, including any allocation of principal made on the same
date, but less any Investment Earnings, will be distributed by the Indenture
Trustee, at the direction of the Administrator, as set forth in Section 2.8 of
the Administration Agreement, (x) to the holders of that class of Reset Rate
Notes, as of the related Record Date, or (y) if a class of Reset Rate Notes is
then in Foreign Exchange Mode (including during the related initial Reset
Period), to the related Currency Swap Counterparty or Counterparties for the
benefit of such Reset Rate Noteholders as of the Record Date pursuant to the
provisions of Section 10(a)(i) and (a)(ii) above, in reduction of principal of
such Reset Rate Notes; provided that in the event on any Distribution
Date the amount on deposit in the related Accumulation Account (excluding any
Investment Earnings) would equal the Outstanding Amount of that class of Reset
Rate Notes, no additional amounts will be deposited into the related
Accumulation Account and all amounts therein, less any Investment Earnings,
will be distributed by the Indenture Trustee, at the direction of the
Administrator, as set forth in Section 2.8 of the Administration Agreement, on
the next related Reset Date to the related Reset Rate Noteholders or the
related Currency Swap Counterparty or Counterparties (as applicable), and on
such Reset Date that class of Reset Rate Notes will no longer be
Outstanding.  Amounts on deposit in an
Accumulation Account (exclusive of Investment Earnings) may be used only to pay
principal on the related class of Reset Rate Notes (or to the related Currency
Swap Counterparty or Counterparties) and for no other purpose.  On each Distribution Date, all Investment
Earnings on deposit in an Accumulation Account will be withdrawn by the
Indenture Trustee, at the direction of the Administrator and deposited into the
Collection Account.


 


(c)                                  The
Indenture Trustee, subject to sufficient available funds therefor, at the
direction of the Administrator and pursuant to Section 2.10(d)(ii) of the
Administration Agreement, will deposit into a Supplemental Interest Account,
the related Supplemental Interest Account Deposit Amount.  On each Distribution Date, all sums (which
shall include Investment Earnings) on deposit in each Supplemental Interest
Account will be withdrawn by the Indenture Trustee, at the direction of the
Administrator, as set forth in Section 2.10(d)(iii) of the Administration
Agreement, and deposited into the Collection Account.


 


Section 12.                                      Remarketing
Agents; Remarketing Fee Account: (a) The initial Remarketing Agents,
appointed pursuant to the terms of the Remarketing Agreement, are Banc of
America Securities LLC and Deutsche Bank Securities Inc.  The terms and conditions of the Remarketing
Agreement will govern the duties and obligations of the Remarketing
Agents.  The


 


12





















 


Administrator, the Trust and the Remarketing Agents will enter into on
each (A) related Remarketing Terms Determination Date and a related Remarketing
Agency Agreement, in form and substance substantially the same as Appendix B to
the Remarketing Agreement, unless (i) a Failed Remarketing is declared, or (ii)
the holder of the related Call Option has delivered the related Call Option
Notice on or prior to such date; and (B) related Spread Determination Date, a
Supplemental Remarketing Agency Agreement, in form and substance substantially
the same as Appendix C to the Remarketing Agreement, unless (i) a Failed
Remarketing is declared, (ii) the holder of the related Call Option has
delivered the related Call Option Notice on or prior to such date, or (iii) if
applicable, 100% of the related Reset Rate Noteholders have timely delivered a
Hold Notice and the All Hold Rate will apply for the next related Reset Period.


 


(b)                                 [Reserved.]


 


(c)                                  Excluding
all Reset Rate Notes of a class for which a Remarketing Agent has received a
timely delivered Hold Notice, if applicable (or if the holder of the related
Call Option has delivered the related Call Option Notice), on the Reset Date
that commences each Reset Period, each related Reset Rate Note will be
automatically tendered, or deemed tendered, to the relevant Remarketing Agent
for remarketing by such Remarketing Agent on the Reset Date at 100% of its
Outstanding Amount.  If the related class
of Reset Rate Notes is held in book-entry form, 100% of the Outstanding Amount
of such Reset Rate Notes will be paid by the Remarketing Agents in accordance
with the standard procedures of the applicable Clearing Agencies.


 


(d)                                 The
Remarketing Agents will attempt, on a reasonable efforts basis and in
accordance with the terms and conditions of the Remarketing Agreement and the
related Remarketing Agency Agreement, to remarket the tendered Reset Rate Notes
of the applicable class at a price equal to 100% of the Outstanding Amount of
the related class of Reset Rate Notes so tendered.


 


(e)                                  Purchasers
of the related class of Reset Rate Notes will be credited with their positions
on the applicable Reset Date with respect to positions held through DTC or on
the next Business Day with respect to positions held through the European
Clearing Systems.  No payment delay to
existing Reset Rate Noteholders holding U.S. Dollar-denominated Reset Rate
Notes through DTC will occur on the related Reset Date for any class of Reset
Rate Notes denominated in U.S. Dollars during the immediately following Reset
Period.


 


(f)                                    Each
of the Remarketing Agents, in its individual or any other capacity, may buy,
sell, hold and deal in any class of Reset Rate Notes, including, but not
limited to, purchasing any tendered Reset Rate Notes as part of the remarketing
process.  Any Remarketing Agent that owns
a Reset Rate Note may exercise any vote or join in any action which any
beneficial owner of such class of Reset Rate Notes may be entitled to exercise
or take with like effect as if it did not act in any capacity under the
Remarketing Agreement or Remarketing Agency Agreement.  Any Remarketing Agent, in its individual
capacity, either as principal or agent, may also engage in or have an interest
in any financial or other transaction with the Trust, the Depositor, the
Servicer, the Indenture Trustee (in its individual capacity), the Eligible
Lender Trustee (in its individual capacity) or the Administrator as freely as
if it did not act in any capacity under the Remarketing Agreement or any
Remarketing Agency Agreement.  No Reset
Rate Noteholder or


 


13





















 


beneficial owner of any Reset Rate Note will have any rights or claims
against any Remarketing Agent as a result of such Remarketing Agent’s not
purchasing any tendered Reset Rate Note, which results in the declaration of a
Failed Remarketing.


 


(g)                                 Each
of the Remarketing Agents will be entitled to receive a fee in connection with
their services rendered for each successful remarketing of a class of Reset
Rate Notes in the amount set forth in the Remarketing Agreement and the related
Remarketing Agency Agreement.  Subject to
the terms and conditions set forth in the Remarketing Agreement, the
Administrator, in its sole discretion, may change the Remarketing Agents for
any class of Reset Rate Notes for any Reset Period at any time on or before the
related Remarketing Terms Determination Date. 
In addition, the Administrator will appoint one or more additional
Remarketing Agents, if necessary, for a Reset Date when the related class of
Reset Rate Notes will be remarketed in a non-U.S. Dollar currency.  Furthermore, a Remarketing Agent may resign
at any time; provided that no resignation may become effective on a date
that is later than 15 Business Days prior to a Remarketing Terms Determination
Date.


 


(h)                                 In
accordance with Section 2.3(i) of the Administration Agreement, on the Closing
Date, the Trust will establish the Remarketing Fee Account as an asset of the
Trust in the name of the Indenture Trustee, for the benefit of the Remarketing
Agents and the Reset Rate Noteholders. 
The fees associated with each successful remarketing will be payable
directly to the Remarketing Agents from amounts on deposit from time to time in
the Remarketing Fee Account.  On each
applicable Distribution Date, Available Funds will be deposited into the
Remarketing Fee Account, in the priority set forth in Section 2.8(c) of the
Administration Agreement, in an amount up to the Quarterly Funding Amount; provided
that if the amount on deposit in the Remarketing Fee Account, after the payment
of any remarketing fees therefrom, exceeds the sum of the Reset Period Target
Amount for all classes of Reset Rate Notes, such excess will be withdrawn on
the related Distribution Date, deposited into the Collection Account and
included in Available Funds for that Distribution Date.  All Investment Earnings on deposit in the
Remarketing Fee Account will be withdrawn on the next Distribution Date,
deposited into the Collection Account and included in Available Funds for that
Distribution Date.  In the event that the
fees owed to any Remarketing Agent on a Reset Date exceeds the amount then on
deposit in the Remarketing Fee Account, such shortfall shall be paid from
Available Funds on future Distribution Dates in the priority set forth in
Section 2.8(n) of the Administration Agreement. 
The Trust shall also be responsible for certain remarketing costs and
expenses to the extent set forth in Section 3 of the Remarketing Agreement,
which shall be paid on each Distribution Date, to the extent of Available
Funds, at the priority set forth in Section 2.8(o) of the Administration
Agreement.


 


Section 13.                                      Eligible
Lender Trustee:  The Eligible Lender
Trustee is hereby authorized and directed to execute and deliver, not in its
individual capacity, but solely as Eligible Lender Trustee on behalf of the
Trust, the Remarketing Agreement, any Swap Agreements (including the Initial
Interest Rate Swap Agreement) and any required supplement, amendment or
replacement thereof, and all Remarketing Agency Agreements and Supplemental
Remarketing Agency Agreements as the Administrator, in writing and from time to
time, shall instruct the Eligible Lender Trustee to execute.  The Eligible Lender Trustee shall not be
liable to any party, any third party or any Noteholder for any such actions
taken at the written instruction of the Administrator.  Notwithstanding the foregoing, in the event
that the Eligible Lender Trustee declines or fails to


 


14





















 


execute or deliver any such document, instrument, certificate or
agreement as instructed by the Administrator, the Administrator is hereby
authorized, in its sole discretion, to execute and deliver, not in its
individual capacity but solely as Administrator on behalf of the Trust, all
such required documents, instruments, certificates and agreements.  The foregoing authorization shall represent a
limited power of attorney granted by the Trust to the Administrator to act on
its behalf, and the Administrator shall not be liable to any party, any third party
or any Noteholder for any such actions taken in good faith and in accordance
with these Reset Rate Note Procedures.


 


15





















 


SCHEDULE A


 


Schedule of Trust Student Loans


 


 


[See Schedule A to the Bill of Sale


 


(Attachment C to the Sale Agreement)]


 





















 


SCHEDULE B


 


Location of Trust Student Loan Files


 


[See Attachment
B to the Servicing Agreement)


 





















 


EXHIBIT A


 


Forms of Notes


 


(See tabs 15.1 through 16.1)


 





















 


EXHIBIT B


 


Form of Note Depository Agreement for U.S.
Dollar Denominated Notes


 





















 


EXHIBIT C


 


Form of Note Depository Agreement for Notes
Denominated in a


Currency Other than U.S. Dollars