Exhibit 4.1


 




 


 





TRUST AGREEMENT


 


 


among


 


 


SLM FUNDING LLC,


as Depositor


 


 


CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION,


not in its individual capacity but solely


as Eligible Lender Trustee


 


 


and


 


 


THE BANK OF NEW YORK,


not in its individual capacity but solely


as Indenture Trustee


 


 


Dated as of January 1, 2004


 




 





 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE
  I

  
	
   

  	
   

  
	
  SECTION 1.1  Definitions and Usage

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  II ORGANIZATION

  
	
   

  	
   

  
	
  SECTION 2.1  Creation of Trust; Name

  	
   

  
	
  SECTION 2.2  Office

  	
   

  
	
  SECTION 2.3  Purposes and Powers

  	
   

  
	
  SECTION 2.4  Appointment of Eligible Lender Trustee

  	
   

  
	
  SECTION 2.5  Initial Capital Contribution of Trust Estate

  	
   

  
	
  SECTION 2.6  Declaration of Trust

  	
   

  
	
  SECTION 2.7  Liability of the Holder of the Excess Distribution Certificate

  	
   

  
	
  SECTION 2.8  Title to Trust Property

  	
   

  
	
  SECTION 2.9  Representations, Warranties and Covenants of the Depositor

  	
   

  
	
  SECTION 2.10  Intentionally Omitted

  	
   

  
	
  SECTION 2.11  Authorization of Depositor

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  III BENEFICIAL OWNERSHIP AND EXCESS DISTRIBUTION CERTIFICATE

  
	
   

  	
   

  
	
  SECTION 3.1  Initial Beneficial Ownership

  	
   

  
	
  SECTION 3.2  Intentionally Omitted

  	
   

  
	
  SECTION 3.3  Intentionally Omitted

  	
   

  
	
  SECTION 3.4  Intentionally Omitted

  	
   

  
	
  SECTION 3.5  Intentionally Omitted

  	
   

  
	
  SECTION 3.6  Intentionally Omitted

  	
   

  
	
  SECTION 3.7  Intentionally Omitted

  	
   

  
	
  SECTION 3.8  Corporate Trust Office

  	
   

  
	
  SECTION 3.9  Intentionally Omitted

  	
   

  
	
  SECTION 3.10  Intentionally Omitted

  	
   

  
	
  SECTION 3.11  Intentionally Omitted

  	
   

  
	
  SECTION 3.12  Intentionally Omitted

  	
   

  
	
  SECTION 3.13  The Excess Distribution Certificate

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  IV ACTIONS BY ELIGIBLE LENDER TRUSTEE

  
	
   

  	
   

  
	
  SECTION 4.1  Prior Notice to the Holder of the Excess Distribution
  Certificate With Respect to Certain Matters

  	
   

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

  	
   

  
	
  SECTION 4.3  Action with Respect to Bankruptcy

  	
   

  
	
  SECTION 4.4  Restrictions

  	
   

  



 


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  SECTION 4.5  Intentionally Omitted

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

  
	
   

  	
   

  
	
  SECTION 5.1  Application of Trust Funds

  	
   

  
	
  SECTION 5.2  Method of Payment

  	
   

  
	
  SECTION 5.3  No Segregation of Moneys; No Interest

  	
   

  
	
  SECTION 5.4  Reports to the Holder of the Excess Distribution Certificate,
  the Internal Revenue Service and Others

  	
   

  
	
  SECTION 5.5  Intentionally Omitted

  	
   

  
	
  SECTION 5.6  Intentionally Omitted

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VI AUTHORITY AND DUTIES OF ELIGIBLE LENDER TRUSTEE

  
	
   

  	
   

  
	
  SECTION 6.1  General Authority

  	
   

  
	
  SECTION 6.2  General Duties

  	
   

  
	
  SECTION 6.3  Action upon Instruction

  	
   

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

  	
   

  
	
  SECTION 6.5  No Action Except Under Specified Documents or Instructions

  	
   

  
	
  SECTION 6.6  Restrictions

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VII CONCERNING THE ELIGIBLE LENDER TRUSTEE

  
	
   

  	
   

  
	
  SECTION 7.1  Acceptance of Trusts and Duties

  	
   

  
	
  SECTION 7.2  Intentionally Omitted

  	
   

  
	
  SECTION 7.3  Representations and Warranties

  	
   

  
	
  SECTION 7.4  Reliance; Advice of Counsel

  	
   

  
	
  SECTION 7.5  Not Acting in Individual Capacity

  	
   

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

  	
   

  
	
  SECTION 7.7  Eligible Lender Trustee May Own Notes

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VIII COMPENSATION AND INDEMNITY OF ELIGIBLE LENDER TRUSTEE

  
	
   

  	
   

  
	
  SECTION 8.1  Eligible Lender Trustee’s Fees and Expenses

  	
   

  
	
  SECTION 8.2  Payments to the Eligible Lender Trustee

  	
   

  
	
  SECTION 8.3  Indemnity

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  IX TERMINATION OF TRUST AGREEMENT

  
	
   

  	
   

  
	
  SECTION 9.1  Termination of Trust Agreement

  	
   

  



 


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  ARTICLE
  X SUCCESSOR ELIGIBLE LENDER TRUSTEES AND ADDITIONAL ELIGIBLE LENDER TRUSTEES

  
	
   

  	
   

  
	
  SECTION 10.1  Eligibility Requirements for Eligible Lender Trustee

  	
   

  
	
  SECTION 10.2  Resignation or Removal of Eligible Lender Trustee

  	
   

  
	
  SECTION 10.3  Successor Eligible Lender Trustee

  	
   

  
	
  SECTION 10.4  Merger or Consolidation of Eligible Lender Trustee

  	
   

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

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  XI MISCELLANEOUS

  
	
   

  	
   

  
	
  SECTION 11.1  Supplements and Amendments

  	
   

  
	
  SECTION 11.2  No Legal Title to Trust Estate in Holder of the Excess
  Distribution Certificate

  	
   

  
	
  SECTION 11.3  Limitations on Rights of Others

  	
   

  
	
  SECTION 11.4  Notices

  	
   

  
	
  SECTION 11.5  Severability

  	
   

  
	
  SECTION 11.6  Separate Counterparts

  	
   

  
	
  SECTION 11.7  Successors and Assigns

  	
   

  
	
  SECTION 11.8  No Petition

  	
   

  
	
  SECTION 11.9  No Recourse

  	
   

  
	
  SECTION 11.10  Headings

  	
   

  
	
  SECTION 11.11  Governing Law

  	
   

  
	
   

  
	
  Exhibit A

  	
  Form of Excess Distribution Certificate

  
	
  Exhibit B

  	
  Form of Certificate of Trust

  
	
  Exhibit C

  	
  Form of Transferor Letter

  
	
  Exhibit D-1

  	
  Form of Transferee Letter (Non-Rule 144A)

  
	
  Exhibit D-2

  	
  Form of Transferee Letter (Rule 144A)

  
	
   

  	
   

  
	
  Appendix A to Trust
  Agreement

  
			



 


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TRUST AGREEMENT dated as of January 1, 2004, among
SLM FUNDING LLC, a Delaware limited liability company, as the Depositor, CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, not
in its individual capacity but solely as the Eligible Lender Trustee, and THE
BANK OF NEW YORK, a New York banking corporation, not in its individual
capacity but solely as the Indenture Trustee, acting as the Excess Distribution
Certificate Paying Agent hereunder.


 


WITNESSETH:


 


The Depositor, the Indenture Trustee and the
Eligible Lender Trustee hereby agree as follows:


 


ARTICLE I


 


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


 


ARTICLE II


 


Organization


 


SECTION 2.1       Creation
of Trust; Name.  There is hereby created a Trust which shall
be known as “SLM Student Loan Trust 2004-1”, in which name the Eligible Lender
Trustee may conduct the business of the Trust, make and execute contracts and
other instruments on behalf of the Trust and sue and be sued.  The Trust shall constitute a statutory trust
within the meaning of Section 3801(a) of the Delaware Statutory Trust Act for
which the Eligible Lender Trustee has filed a certificate of trust with the
Secretary of State of the State of Delaware pursuant to Section 3810(a) of the
Delaware Statutory Trust Act.


 


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


 


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


 


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


 


(ii)           with
the proceeds of the sale of the Notes, to fund the Reserve Account pursuant to
Section 2.9 of the Administration Agreement, to fund the Capitalized Interest
Account pursuant to Section 2.10(a) of the Administration Agreement, to
purchase the Trust Student Loans pursuant to the Sale Agreement and to make the
upfront payment pursuant to the Interest Rate Cap Agreement;


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)           The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default under,
the Certificate of Formation or operating agreement of the Depositor, or any
indenture, agreement or other instrument to which the Depositor is a party or
by which it is bound; nor result in the creation or imposition of any Lien upon
any of its properties pursuant to the terms of any such indenture, agreement or
other instrument (other than pursuant to the Basic Documents); nor violate any
law or, to the Depositor’s knowledge, any order, rule or regulation applicable
to the Depositor of any court or of any Federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties.


 


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


 


SECTION
2.10     Intentionally Omitted.


 


SECTION
2.11     Authorization of the Depositor.  The
Depositor is authorized and directed to execute on behalf of the Issuer, and,
after execution, to deliver to the Administrator


 


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for
filing with the Commission, all documents and forms required to be filed in
accordance with applicable law or the rules and regulations prescribed by the
Commission.


 


ARTICLE III


 


Beneficial Ownership and

Excess Distribution Certificate


 


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


 


SECTION 3.2       Intentionally
Omitted.


 


SECTION 3.3       Intentionally
Omitted.


 


SECTION 3.4       Intentionally
Omitted.


 


SECTION 3.5       Intentionally
Omitted.


 


SECTION 3.6       Intentionally
Omitted.


 


SECTION 3.7       Intentionally
Omitted.


 


SECTION 3.8       Corporate
Trust Office. The Eligible
Lender Trustee initially designates Christiana Center/OPS4, 500 Stanton
Christiana Road, Newark, Delaware 19713, as its principal Corporate Trust
Office, at which it shall act as Trustee of the Trust.  The Excess Distribution Certificate
Registrar’s New York office and its authenticating agent’s office are located
at:


 


The Bank of New York


101 Barclay Street, 8 West


New York, New York 10286


Attn: 
Corporate Trust – Structured Finance


telephone: 
(212) 815-3247


facsimile: 
(212) 815-3883


 


SECTION 3.9       Intentionally
Omitted.


 


SECTION
3.10     Intentionally Omitted.


 


SECTION
3.11     Intentionally Omitted.


 


SECTION
3.12     Intentionally Omitted.


 


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SECTION
3.13     The Excess Distribution Certificate.


 


(a)           General.  The Excess Distribution
Certificate shall be issued in one or more registered, definitive physical
certificates substantially in the form of Exhibit A hereto, in minimum percentage
interests of at least 10% and integral multiples of 10% in excess thereof.  The Excess Distribution Certificate shall
receive payments as provided in Sections 2.8(p), 2.9(f) and 2.10(a)(ii), as
applicable, of the Administration Agreement. 
The Excess Distribution Certificate shall be executed on behalf of the
Trust by manual or facsimile signature of an authorized officer of the Eligible
Lender Trustee.  An Excess Distribution
Certificate bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trust, shall be valid and binding obligations of the Trust, notwithstanding
that such individuals or any of them shall have ceased to be so authorized
prior to the authentication and delivery of such Excess Distribution
Certificate or did not hold such offices at the date of authentication and
delivery of such Excess Distribution Certificate.


 


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


 


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


 


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


 


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


 


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


 


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


 


The Excess Distribution Certificate and any
beneficial interest in the Excess Distribution Certificate may not be acquired
by (a) employee benefit plans (as defined in Section 3(3) of ERISA) that are
subject to the provisions of Title I of ERISA, (b) plans described in Section
4975(e)(1) of the Code, including individual retirement accounts described in
Section 408(a) of the Code or Keogh plans, or (c) Benefit Plans.  By accepting and holding the Excess
Distribution Certificate or an interest therein, the holder thereof shall be
deemed to have represented and warranted that it is not a Benefit Plan, is not
purchasing the Excess Distribution Certificate on behalf of a Benefit Plan and
is not using assets of a Plan to purchase the Excess Distribution Certificate
and to have agreed that if the Excess Distribution Certificate is deemed to be
a plan asset, the holder thereof will promptly dispose of the Excess
Distribution Certificate.


 


(d)           Mutilated, Destroyed, Lost or Stolen Excess Distribution
Certificate.  If (1) the mutilated Excess Distribution
Certificate shall be surrendered to the Excess Distribution Certificate
Registrar, or if the Excess Distribution Certificate Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of the Excess
Distribution Certificate, and (2) there shall be delivered to the Excess
Distribution Certificate Registrar and the Eligible Lender Trustee such
security or indemnity as may be required by them to save each of them and the
Trust harmless, then in the absence of notice that such Excess Distribution
Certificate shall have been acquired by a bona fide purchaser, the Eligible
Lender Trustee, on behalf of the Trust, shall execute and the Eligible Lender
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Excess Distribution Certificate, a new
Excess Distribution Certificate of like tenor. 
In connection with the issuance of any new Excess Distribution
Certificate under this Section, the Eligible Lender Trustee and the Excess
Distribution Certificate Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.  Any duplicate Excess Distribution
Certificate issued pursuant to this paragraph shall constitute conclusive
evidence of


 


6

















 


ownership
in the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Excess Distribution Certificate shall be found at any time.


 


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


 


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


 


(g)           Appointment of Excess Distribution
Certificate Paying Agent.  The Excess Distribution Certificate Paying
Agent shall make distributions to the holder of the Excess Distribution
Certificate from the amounts received from the Indenture Trustee pursuant to
Sections 2.8(p), 2.9(f) and 2.10(a)(ii) of the Administration Agreement and
shall report the amounts of such distributions to the Indenture Trustee (if the
Excess Distribution Certificate Paying Agent is not the Indenture
Trustee).  Any Excess Distribution
Certificate Paying Agent shall have the revocable power to receive such funds
from the Indenture Trustee for the purpose of making the distributions referred
to above.  The Eligible Lender Trustee
may revoke such power and remove the Excess Distribution Certificate Paying
Agent if the Eligible Lender Trustee determines in its sole discretion that the
Excess Distribution Certificate Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect.  The Excess Distribution Certificate Paying
Agent shall initially be the Indenture Trustee, and any co-paying agent chosen
by the Eligible Lender Trustee and consented to by the Administrator (which
consent shall not be unreasonably withheld). 
The Indenture Trustee shall be permitted to resign as Excess
Distribution Certificate Paying Agent upon 30 days’ written notice to the Eligible
Lender Trustee.  In the event that the
Indenture Trustee shall no longer be the Excess Distribution Certificate Paying
Agent, the Eligible Lender Trustee shall appoint a successor to act as Excess
Distribution Certificate Paying Agent (which shall be a bank or trust company).  The Eligible Lender Trustee shall cause such
successor Excess Distribution Certificate Paying Agent or any additional Excess
Distribution Certificate Paying Agent appointed by the Eligible Lender Trustee
to execute and deliver to the Eligible Lender Trustee an instrument in which
such successor Excess Distribution Certificate Paying Agent or additional
Excess Distribution Certificate Paying Agent shall agree with the Eligible
Lender Trustee that as Excess Distribution Certificate Paying Agent, such
successor Excess Distribution Certificate Paying Agent or additional Excess
Distribution Certificate Paying Agent will hold all sums, if any, held by it
for payment to the holder of the Excess Distribution Certificate in trust for
the benefit of such holder until such sums shall be paid to such holder.  The Excess Distribution Certificate Paying
Agent shall return all unclaimed funds to the Eligible Lender Trustee and upon
removal of an Excess Distribution Certificate Paying Agent such Excess
Distribution Certificate Paying Agent shall


 


7

















 


also
return all funds in its possession to the Eligible Lender Trustee.  The provisions of Articles VII and VIII of
the Indenture shall apply to the Indenture Trustee also in its role as Excess
Distribution Certificate Paying Agent, for so long as the Indenture Trustee
shall act as Excess Distribution Certificate Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder.  Any reference in this Agreement to the Excess
Distribution Certificate Paying Agent shall include any co-paying agent unless
the context requires otherwise.


 


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


 


(ii)           Except as provided above, the Excess Distribution Certificate shall not
be sold, pledged, transferred or assigned except as provided below:


 


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


 


8

















 


Depositor, against any liability that may result if
the transfer is not so exempt or is made in accordance with such applicable
federal and state laws.


 


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


 


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


 


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


 


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


 


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


 


9

















 


ARTICLE IV


 


Actions by Eligible Lender Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 4.4       Restrictions. 
Neither the Depositor nor the holder of the Excess Distribution
Certificate shall direct the Eligible Lender Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Eligible


 


10

















 


Lender
Trustee under this Agreement or any of the other Basic Documents or would be
contrary to Section 2.3 nor shall the Eligible Lender Trustee be permitted to
follow any such direction, if given.


 


SECTION 4.5       Intentionally
Omitted.


 


ARTICLE V


 


Application of Trust Funds; Certain Duties


 


SECTION 5.1       Application
of Trust Funds.


 


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


 


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


 


SECTION 5.2       Method
of Payment.  Subject to Section 9.1(c), distributions
required to be made to the holder of the Excess Distribution Certificate on any
Distribution Date shall be made to the holder of record on the preceding Record
Date either by wire transfer, in immediately available funds, to the account of
such holder at a bank or other entity having appropriate facilities therefor,
if such holder shall have provided to the Excess Distribution Certificate
Registrar appropriate written instructions signed by two authorized officers,
if any, at least five Business Days prior to such Distribution Date, or, if
not, by check mailed to such holder at the address of such holder appearing in
the Excess Distribution Certificate Register.


 


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


 


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


 


SECTION 5.5       Intentionally
Omitted.


 


11

















 


SECTION 5.6       Intentionally
Omitted.


 


ARTICLE VI


 


Authority and Duties of Eligible Lender Trustee


 


SECTION 6.1       General
Authority.  The Eligible Lender Trustee is authorized
and directed to execute and deliver the Basic Documents to which the Trust is
to be a party and each certificate or other document attached as an exhibit to
or contemplated by the Basic Documents to which the Trust is to be a party, in
each case, in such form as the Depositor shall approve as evidenced conclusively
by the Eligible Lender Trustee’s execution thereof, and, on behalf of the
Trust, to direct the Indenture Trustee to authenticate and deliver Notes in the
aggregate principal amount of $2,025,274,000.The Eligible Lender Trustee is also authorized and directed on
behalf of the Trust (i) to acquire and hold legal title to the Trust Student
Loans from the Depositor and (ii) to take all actions required pursuant to
Section 3.2(c) of the Administration Agreement and otherwise follow the
direction of and cooperate with the Servicer in submitting, pursuing and
collecting any claims to and with the Department with respect to any Interest
Subsidy Payments and Special Allowance Payments relating to the Trust Student
Loans.


 


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


 


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


 


12

















 


SECTION 6.3       Action
upon Instruction.


 


(a)           [Reserved].


 


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


 


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


 


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


 


SECTION 6.4       No
Duties Except as Specified in this Agreement or in Instructions.  The
Eligible Lender Trustee shall not have any duty or obligation to manage, make
any payment with respect to, register, record, sell, service, dispose of or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Eligible Lender Trustee is a party, except as expressly
provided by the terms of this Agreement or in any document or written
instruction received by the Eligible Lender Trustee pursuant to Section 6.3;
and no implied duties or obligations shall be


 


13

















 


read
into this Agreement or any other Basic Document against the Eligible Lender
Trustee. The Eligible Lender Trustee shall have no responsibility for filing
any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file any Commission filing for the
Trust or to record this Agreement or any other Basic Document.  The Eligible Lender Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any Liens on any part of the Trust Estate that
result from actions by, or claims against, Chase Manhattan Bank USA, National
Association in its individual capacity or as the Eligible Lender Trustee that
are not related to the ownership or the administration of the Trust Estate.


 


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


 


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


 


ARTICLE VII


 


Concerning the Eligible Lender Trustee


 


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


 


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


 


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


 


14

















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


 


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


 


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


 


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


 


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


 


SECTION
7.2       Intentionally
Omitted.


 


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


 


(a)           It is duly organized and validly existing in good standing under the
laws of its governing jurisdiction and has an office located within the State
of Delaware. It has all requisite


 


15

















 


corporate power and authority
to execute, deliver and perform its obligations under this Agreement.


 


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


 


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


 


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


 


SECTION 7.4       Reliance;
Advice of Counsel.


 


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


 


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


 


16

















 


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


 


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


 


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


 


ARTICLE
VIII


 


Compensation and Indemnity of Eligible Lender Trustee


 


SECTION 8.1       Eligible
Lender Trustee’s Fees and Expenses.  The Eligible Lender Trustee
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Depositor and the
Eligible Lender Trustee, and the Eligible Lender Trustee shall be entitled to
be reimbursed by the Depositor, to


 


17

















 


the extent provided in such
separate agreement, for its other reasonable expenses (including the reasonable
fees and expenses of counsel and independent accountants) hereunder.


 


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


 


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


 


ARTICLE
IX


 


Termination of Trust Agreement


 


SECTION 9.1       Termination
of Trust Agreement.


 


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


 


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


 


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


 


ARTICLE
X


 


Successor Eligible Lender Trustees and

Additional Eligible Lender Trustees


 


SECTION
10.1     Eligibility
Requirements for Eligible Lender Trustee. 
The Eligible Lender Trustee shall at all times be a corporation or
association (i) qualifying as an “eligible lender” as such term is defined in
Section 435(d) of the Higher Education Act for purposes of holding legal title
to the Trust Student Loans on behalf of the Trust, with a valid lender
identification number with respect to the Trust Student Loans from the
Department; (ii) being authorized to exercise corporate trust powers and hold
legal title to the Trust Student Loans; (iii)


 


18

















 


having in effect Guarantee
Agreements with each of the Guarantors as may be directed by the Depositor;
(iv) having a combined capital and surplus of at least $50,000,000 and being
subject to supervision or examination by Federal or state authorities; (v)
having its principal place of business in the State of Delaware and otherwise
complying with Section 3807 of the Delaware Statutory Trust Act; and (vi)
having (or having a parent which has) a rating in respect of its long-term
senior unsecured debt of at least “BBB-” (or the equivalent) by each of the
Rating Agencies (or which, if the long-term senior unsecured debt of such
corporation or association is not rated by any Rating Agency, shall have
provided to the Indenture Trustee written confirmation from such Rating Agency
that the appointment of such corporation or association to serve as Eligible Lender
Trustee will not result in and of itself in a reduction or withdrawal of the
then current rating of any of the Notes). 
If the Eligible Lender Trustee shall publish reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the
combined capital and surplus of the Eligible Lender Trustee shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published.  In case at any
time the Eligible Lender Trustee shall cease to be eligible in accordance with
the provisions of this Section, the Eligible Lender Trustee shall resign
immediately in the manner and with the effect specified in Section 10.2.


 


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


 


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


 


Any resignation or removal of the Eligible Lender
Trustee and appointment of a successor Eligible Lender Trustee pursuant to any
of the provisions of this Section shall not become effective until acceptance
of appointment by the successor Eligible Lender Trustee pursuant to Section
10.3, payment of all fees and expenses owed to the outgoing Eligible Lender


 


19

















 


Trustee
and the filing of a certificate of amendment to the Trust’s certificate of
trust pursuant to Section 3810(b) of the Delaware Statutory Trust Act.  The Administrator shall provide notice of
such resignation or removal of the Eligible Lender Trustee and to each of the
Rating Agencies.


 


SECTION
10.3     Successor Eligible Lender Trustee.  Any
successor Eligible Lender Trustee appointed pursuant to Section 10.2 shall
execute, acknowledge and deliver to the Administrator and to its predecessor
Eligible Lender Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Eligible
Lender Trustee shall become effective and such successor Eligible Lender
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor under
this Agreement, with like effect as if originally named as Eligible Lender
Trustee.  The predecessor Eligible
Lender Trustee shall upon payment of its fees and expenses deliver to the successor
Eligible Lender Trustee all documents, statements, moneys and properties held
by it under this Agreement and shall assign, if permissible, to the successor
Eligible Lender Trustee the lender identification number obtained from the
Department on behalf of the Trust; and the Administrator and the predecessor
Eligible Lender Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Eligible Lender Trustee all such rights, powers, duties
and obligations.


 


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


 


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


 


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


 


SECTION
10.5     Appointment of Co-Eligible Lender Trustee or
Separate Eligible Lender Trustee.  Notwithstanding any other
provisions of this Agreement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust may at the time
be located, the Administrator and the Eligible Lender Trustee acting jointly
shall have


 


20

















 


the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Eligible
Lender Trustee, meeting the eligibility requirements of clauses (i) through
(iii) of Section 10.1, to act as co-trustee, jointly with the Eligible Lender
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Estate, and to vest in such Person, in such capacity, such title to the
Trust Estate, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Eligible Lender Trustee may consider necessary or
desirable.  If the Administrator shall
not have joined in such appointment within 15 days after the receipt by it of a
request so to do, the Eligible Lender Trustee alone shall have the power to
make such appointment.  No co-trustee or
separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor trustee pursuant to clauses (iv), (v) and (vi) of
Section 10.1 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 10.3.


 


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


 


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


 


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


 


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


 


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


 


Any separate trustee or co-trustee may at any time
appoint the Eligible Lender Trustee as its agent or attorney-in-fact with full
power and authority, to the extent not prohibited by law, to


 


21

















 


do
any lawful act under or in respect of this Agreement on its behalf and in its
name.  If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all its
estates, properties, rights, remedies and trusts shall vest in and be exercised
by the Eligible Lender Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


ARTICLE
XI


 


Miscellaneous


 


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


 


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


 


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


 


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


 


Prior to the execution of any amendment to this
Agreement, the Eligible Lender Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. 
The Eligible Lender Trustee


 


22

















 


may,
but shall not be obligated to, enter into any such amendment which affects the
Eligible Lender Trustee’s own rights, duties or immunities under this Agreement
or otherwise.


 


SECTION
11.2     No Legal Title to Trust Estate in Holder of
the Excess Distribution Certificate. The holder of the Excess Distribution Certificate shall not have
legal title to any part of the Trust Estate. The holder of the Excess
Distribution Certificate shall be entitled to receive distributions with
respect to its undivided beneficial ownership interest therein only in
accordance with Section 3.13 of this Agreement.  No transfer, by operation of law or otherwise, of any right,
title, or interest of the holder of the Excess Distribution Certificate to and
in its beneficial ownership interest in the Trust Estate shall operate to
terminate this Agreement or the trusts hereunder or entitle any transferee to
an accounting or to the transfer to it of legal title to any part of the Trust
Estate.


 


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


 


SECTION
11.4     Notices.  Unless otherwise expressly
specified or permitted by the terms hereof, all notices shall be in writing and
shall be deemed given upon receipt by the intended recipient or three Business
Days after mailing if mailed by certified mail, postage prepaid (except that
notice to the Eligible Lender Trustee shall be deemed given only upon actual
receipt by the Eligible Lender Trustee), if to the Eligible Lender Trustee,
addressed to its Corporate Trust Office with copies to The Bank of New York, 2
North LaSalle St., Suite 1020, Chicago, Illinois 60602, Attn: Corporate Trust -
Structured Finance; if to the Depositor, addressed to SLM Funding LLC, 11600
Sallie Mae Drive, Reston, Virginia 20193, Attention: Legal Department, or, as
to each party, at such other address as shall be designated by such party in a
written notice to each other party.


 


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


 


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


 


SECTION
11.7     Successors and Assigns.  All
covenants and agreements contained herein shall be binding upon and inure to
the benefit of, the Depositor and its successors, the Eligible Lender Trustee
and its successors, each holder of the Excess Distribution Certificate and its
successors and permitted assigns, all as herein provided.  Any request, notice, direction,


 


23

















 


consent, waiver or other
instrument or action by a Noteholder or the holder of the Excess Distribution
Certificate shall bind the successors and assigns of such holder.


 


SECTION
11.8     No
Petition.


 


(a)           Neither
the Depositor, nor any other holder of the Excess Distribution Certificate (as
evidenced by its acceptance of the Excess Distribution Certificate) will
institute against the Trust, at any time, any bankruptcy proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Excess Distribution Certificate, the Notes, this
Agreement or any of the other Basic Documents. 
The foregoing shall not limit the rights of the Depositor, nor any
holder of the Excess Distribution Certificate to file any claim in, or
otherwise take any action with respect to, any insolvency proceeding that was
instituted against the Trust by a Person other than the Depositor or such other
holder of the Excess Distribution Certificate.


 


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


 


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


 


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


 


SECTION 11.11  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.


 


24

















 


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


 


 


	
   

  	
  CHASE MANHATTAN BANK USA, NATIONAL

  ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely as

  Eligible Lender Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/   JOHN J. CASHIN

  	
   

  
	
   

  	
  Name:

  	
  John J. Cashin

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SLM FUNDING LLC,

  as the Depositor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/   MARK L. HELEEN

  	
   

  
	
   

  	
  Name:

  	
  Mark L. Heleen

  
	
   

  	
  Title:

  	
  Vice President

  
						



 


25

















 


Acknowledged and agreed as to

Section 3.13(c) and Section 3.13(g)

of this Trust Agreement


 


THE BANK OF NEW YORK,

not in its individual capacity but solely

as the initial Excess Distribution

Certificate Paying Agent


 


 


	
  By:

  	
  /s/   ERIC A. LINDAHL

  	
   

  	
   

  
	
  Name:

  	
  Eric A. Lindahl

  	
   

  
	
  Title:

  	
  Agent

  	
   

  
					



 


26

















 


EXHIBIT A


TO THE TRUST AGREEMENT


 


[PLEASE
SEE ATTACHED]


 


A-1

















 


EXHIBIT B


 


FORM OF


 


CERTIFICATE OF TRUST


OF


SLM STUDENT LOAN


TRUST 2004-1


 


This
Certificate of Trust of SLM STUDENT LOAN TRUST 2004-1 (the “Trust”) is being
duly executed and filed on behalf of the Trust by the undersigned, as trustee,
to form a statutory trust under the Delaware Statutory Trust Statute (12 Del.
C. § 3801 et seq.) (the “Act”).


 


1.             Name.  The name of the statutory trust formed by
this Certificate of Trust is SLM STUDENT LOAN TRUST 2004-1.


 


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


 


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


 


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


 


	
   

  	
  CHASE MANHATTAN BANK USA,

  
	
   

  	
  NATIONAL ASSOCIATION, not in its

  
	
   

  	
  individual capacity but solely as Eligible Lender Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


B-1

















 


EXHIBIT C


[FORM OF TRANSFEROR LETTER]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


11600 Sallie Mae Drive


Reston, Virginia 20193


 


The Bank of New York


as Excess Distribution Certificate
Registrar


101 Barclay Street, 8 West


New York, New York 10286


Attention:  Corporate Trust – Structured Finance


 


Chase Manhattan Bank USA, National
Association


as Eligible Lender Trustee


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:          SLM Student Loan Trust 2004-1,


Excess
Distribution Certificate (the “Certificate”)


 


Ladies and Gentlemen:


 


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


 


 


	
  Very truly yours,

  
	
   

  
	
   

  	
   

  
	
  [Print Name of Transferor]

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  
			



 


C-1

















 


EXHIBIT D-1


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


 


[Date]


 


Sallie Mae, Inc.


as Administrator


11600 Sallie Mae Drive


Reston, Virginia 20193


 


The Bank of New York


as Excess Distribution Certificate
Registrar


101 Barclay Street, 8 West


New York, New York 10286


Attention:  Corporate Trust – Structured Finance


 


Chase Manhattan Bank USA, National
Association


as Eligible Lender Trustee


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware  19713


 


Re:          SLM Student Loan Trust 2004-1,


Excess
Distribution Certificate (the “Certificate”)


 


Ladies and Gentlemen:


 


In connection
with our acquisition of the above Certificate, we certify that (a) we
understand that the Certificate is not being registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities laws
and is being transferred to us in a transaction that is exempt from the
registration requirements of the Securities Act and any such laws, (b) we are
an institutional “accredited investor,” as defined in Rule 501 (a) (1), (2),
(3) or (7) of Regulation D under the Securities Act or an entity in which all
of the equity owners come within such paragraphs, and have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Certificate, (c) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificate and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificate, (d) we are not acquiring the Certificate for, on behalf of or with
the assets of, an employee benefit plan or other retirement arrangement (a
“Plan”) which is subject to Title I of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), and/or Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), (e) we are acquiring the Certificate for
investment for our own account and not with a view to any distribution of the
Certificate (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificate in accordance with clause (g) below), (f)
we have not offered or sold the Certificate to, or solicited offers to buy the
Certificate


 


D-1-1

















 


from, any person, or otherwise
approached or negotiated with any person with respect thereto, or taken any
other action which would result in a violation of Section 5 of the Securities
Act, and (g) we will not sell, transfer or otherwise dispose of the Certificate
unless (1) such sale, transfer or other disposition is made pursuant to an
effective registration statement under the Securities Act or is exempt from
such registration requirements, and if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this Letter
that such sale, transfer or other disposition may be made pursuant to an
exemption from the Securities Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Trust
Agreement relating to the Certificate.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Print Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
				



 


D-1-2

















 


EXHIBIT D-2


[FORM OF TRANSFEREE LETTER (RULE 144A)]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


11600 Sallie Mae Drive


Reston, Virginia  20193


 


The Bank of New York


as Excess Distribution Certificate
Registrar


101 Barclay Street, 8 West


New York, New York 10286


Attention:  Corporate Trust – Structured Finance


 


Chase Manhattan Bank USA, National
Association


as Eligible Lender Trustee


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:          SLM Student Loan Trust 2004-1,


Excess
Distribution Certificate (the “Certificate”)


 


Ladies and Gentlemen:


 


In connection
with our acquisition of the above Certificate, we certify that (a) we
understand that the Certificate is not being registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities laws
and is being transferred to us in a transaction that is exempt from the
registration requirements of the Securities Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificate,
(c) we have had the opportunity to ask questions of and receive answers from
the Depositor concerning the purchase of the Certificate and all matters
relating thereto or any additional information deemed necessary to our decision
to purchase the Certificate, (d) we are not acquiring the Certificate for, on
behalf of or with the assets of, an employee benefit plan or other retirement
arrangement (a “Plan”) which is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), and/or Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), (e) we have not, nor
has anyone acting on our behalf offered, transferred, pledged, sold or
otherwise disposed of the Certificate, any interest in the Certificate or any
other similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Certificate, any interest in the Certificate
or any other similar security from, or otherwise approached or negotiated with
respect to the Certificate, any interest in the Certificate or any other
similar security with, any person in any manner, or made any general
solicitation by means


 


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of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Certificate under the Securities Act or that would render the disposition of
the Certificate a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificate,
(f) we are a “qualified institutional buyer” as that term is defined in Rule
144A under the Securities Act (“Rule 144A”) and have completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2.  We are aware that the sale to us is
being made in reliance on Rule 144A.  We
are acquiring the Certificate for our own account or for resale pursuant to
Rule 144A and further understand that the Certificate may be resold, pledged or
transferred only (1) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Print Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
				



 


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ANNEX 1


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[For
Transferees Other Than Registered Investment Companies]


 


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


 


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


 


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


 


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


 


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


 


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


 












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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


	
   

  	
   

  
	
  [Print Name of Transferee]

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  
					



 


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ANNEX 2


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[For
Transferees That are Registered Investment Companies]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name of Buyer or Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [IF AN ADVISER:]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name of Buyer

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
							



 


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