exv10w3






Exhibit 10.3




EXECUTION COPY




 





AMENDED AND RESTATED NOTE PURCHASE AND SECURITY AGREEMENT




by and among




BLUEMONT FUNDING I,

as the Trust,




THE CONDUIT LENDERS PARTY HERETO,

as Conduit Lenders,




CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO,

as Alternate Lenders,




CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO,

as LIBOR Lenders,




CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO,

as Managing Agents,




BANK OF AMERICA, N.A.,

as Administrative Agent,




JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,




BANC OF AMERICA SECURITIES LLC and

J.P. MORGAN SECURITIES INC.,

as Lead Arrangers,




THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

(formerly known as THE BANK OF NEW YORK TRUST COMPANY, N.A.),

as Eligible Lender Trustee,



and




SALLIE MAE, INC.,

as Administrator




April 24, 2009


amending and restating in full the Note Purchase and Security Agreement dated as of February

29, 2008




 






 









 










[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I.

	 
	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 
	Section 1.01. Certain Defined Terms
	 	 	3	 
	 
	Section 1.02. Other Terms
	 	 	46	 
	 
	Section 1.03. Computation of Time Periods
	 	 	47	 
	 
	Section 1.04. Calculation of Yield Rate and Certain Fees
	 	 	47	 
	 
	Section 1.05. Time References
	 	 	47	 
	 
	Section 1.06. Effectiveness of Initial Note Purchase Agreement; Amendment and Restatement
	 	 	47	 
	 
	 	 	 	 
	ARTICLE II.

	 
	 	 	 	 
	THE FACILITY

	 
	 	 	 	 
	Section 2.01. Issuance and Purchase of Class A Notes; Cancellation of Class B Notes; Making of Advances
	 	 	48	 
	 
	Section 2.02. The Initial Advance and Subsequent Advances
	 	 	51	 
	 
	Section 2.03. Reduction, Termination or Increase of the Maximum Financing Amount and Prepayment of the Class A Notes
	 	 	53	 
	 
	Section 2.04. The Accounts
	 	 	54	 
	 
	Section 2.05. Transfers from Collection Account
	 	 	57	 
	 
	Section 2.06. Capitalized Interest Account and Reserve Account
	 	 	60	 
	 
	Section 2.07. Transfers from the Capitalized Interest Account and Reserve Account
	 	 	61	 
	 
	Section 2.08. Management of Trust Accounts
	 	 	62	 
	 
	Section 2.09. [RESERVED]
	 	 	64	 
	 
	Section 2.10. Grant of a Security Interest
	 	 	64	 
	 
	Section 2.11. Evidence of Debt
	 	 	65	 
	 
	Section 2.12. Payments by the Trust
	 	 	66	 
	 
	Section 2.13. Payment of Stamp Taxes, Etc.
	 	 	66	 
	 
	Section 2.14. Sharing of Payments, Etc.
	 	 	66	 
	 
	Section 2.15. Yield Protection
	 	 	67	 
	 
	Section 2.16. Extension of Scheduled Maturity Date
	 	 	68	 
	 






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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




	 	 	 	 	 
	Section 2.17. Servicer Advances
	 	 	69	 
	 
	Section 2.18. Release and Transfer of Pledged Collateral
	 	 	69	 
	 
	Section 2.19. Effect of Release
	 	 	71	 
	 
	Section 2.20. Taxes
	 	 	72	 
	 
	Section 2.21. Replacement or Repayment of Facility Group
	 	 	75	 
	 
	Section 2.22. Notice of Amendments to Program Support Agreements
	 	 	76	 
	 
	Section 2.23. Lender Holding Account
	 	 	76	 
	 
	Section 2.24. Deliveries by Administrative Agent
	 	 	78	 
	 
	Section 2.25. Mark-to-Market Valuation
	 	 	78	 
	 
	Section 2.26. Inability to Determine Rates
	 	 	80	 
	 
	Section 2.27. Calculation of Monthly Yield
	 	 	80	 
	 
	 	 	 	 
	ARTICLE III.

	 
	 	 	 	 
	THE NOTES

	 
	 	 	 	 
	Section 3.01. Form of Class A Notes Generally
	 	 	80	 
	 
	Section 3.02. Securities Legend
	 	 	81	 
	 
	Section 3.03. Priority
	 	 	82	 
	 
	Section 3.04. Execution and Dating
	 	 	82	 
	 
	Section 3.05. Registration, Registration of Transfer and Exchange, Transfer Restrictions
	 	 	82	 
	 
	Section 3.06. Mutilated, Destroyed, Lost and Stolen Class A Notes
	 	 	83	 
	 
	Section 3.07. Persons Deemed Owners
	 	 	83	 
	 
	Section 3.08. Cancellation
	 	 	84	 
	 
	Section 3.09. CUSIP/DTC Listing
	 	 	84	 
	 
	Section 3.10. Legal Final Maturity Date
	 	 	84	 
	 
	 	 	 	 
	ARTICLE IV.

	 
	 	 	 	 
	CONDITIONS TO ORIGINAL CLOSING DATE, A&R CLOSING DATE AND ADVANCES

	 
	 	 	 	 
	Section 4.01. Conditions Precedent to Original Closing Date
	 	 	84	 
	 
	Section 4.02. Conditions Precedent to Advances
	 	 	87	 
	 
	Section 4.03. Condition Subsequent to Advances (other than the Initial Advance)
	 	 	91	 
	 
	Section 4.04. Conditions Precedent to Addition of New Seller
	 	 	91	 
	 






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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




	 	 	 	 	 
	Section 4.05. Conditions Precedent to A&R Closing Date
	 	 	92	 
	 
	 	 	 	 
	ARTICLE V.

	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	Section 5.01. General Representations and Warranties of the Trust
	 	 	95	 
	 
	Section 5.02. Representations and Warranties of the Trust Regarding the Administrative Agent’s Security Interest
	 	 	99	 
	 
	Section 5.03. Particular Representations and Warranties of the Trust
	 	 	100	 
	 
	Section 5.04. Repurchase of Student Loans; Reimbursement
	 	 	101	 
	 
	Section 5.05. Administrator Actions Attributable to the Trust
	 	 	101	 
	 
	 	 	 	 
	ARTICLE VI.

	 
	 	 	 	 
	COVENANTS OF THE TRUST

	 
	 	 	 	 
	Section 6.01. Preservation of Separate Existence
	 	 	102	 
	 
	Section 6.02. Notice of Termination Event, Potential Termination Event or Amortization Event
	 	 	102	 
	 
	Section 6.03. Notice of Material Adverse Change
	 	 	102	 
	 
	Section 6.04. Compliance with Laws; Preservation of Corporate Existence; Code of Conduct
	 	 	103	 
	 
	Section 6.05. Enforcement of Obligations
	 	 	103	 
	 
	Section 6.06. Maintenance of Books and Records
	 	 	104	 
	 
	Section 6.07. Fulfillment of Obligations
	 	 	104	 
	 
	Section 6.08. Notice of Material Litigation
	 	 	104	 
	 
	Section 6.09. Notice of Relocation
	 	 	105	 
	 
	Section 6.10. Rescission or Modification of Trust Student Loans and Transaction Documents
	 	 	105	 
	 
	Section 6.11. Liens
	 	 	106	 
	 
	Section 6.12. Sales of Assets; Consolidation/Merger
	 	 	107	 
	 
	Section 6.13. Change in Business
	 	 	107	 
	 
	Section 6.14. Residual Interest
	 	 	108	 
	 
	Section 6.15. General Reporting Requirements
	 	 	108	 
	 
	Section 6.16. Inspections
	 	 	109	 
	 
	Section 6.17. ERISA
	 	 	110	 
	 






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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




	 	 	 	 	 
	Section 6.18. Servicers
	 	 	110	 
	 
	Section 6.19. Acquisition, Financing, Collection and Assignment of Student Loans
	 	 	110	 
	 
	Section 6.20. Administration and Collection of Trust Student Loans
	 	 	110	 
	 
	Section 6.21. Obligations of the Trust With Respect to Pledged Collateral
	 	 	110	 
	 
	Section 6.22. Asset Coverage Requirement
	 	 	111	 
	 
	Section 6.23. Amendment of Organizational Documents
	 	 	111	 
	 
	Section 6.24. Amendment of Underwriting Guidelines or Servicing Policies
	 	 	111	 
	 
	Section 6.25. No Payments on Excess Distribution Certificate
	 	 	111	 
	 
	Section 6.26. Borrower Benefit Programs
	 	 	111	 
	 
	Section 6.27. [RESERVED]
	 	 	112	 
	 
	Section 6.28. Most Favored Nations
	 	 	112	 
	 
	Section 6.29. [RESERVED]
	 	 	112	 
	 
	Section 6.30. Government Sponsored Refinancings
	 	 	112	 
	 
	 	 	 	 
	ARTICLE VII.

	 
	 	 	 	 
	AMORTIZATION EVENTS AND TERMINATION EVENTS

 
	Section 7.01. Amortization Events
	 	 	112	 
	 
	Section 7.02. Termination Events
	 	 	114	 
	 
	Section 7.03. Remedies
	 	 	116	 
	 
	Section 7.04. Setoff
	 	 	117	 
	 
	 	 	 	 
	ARTICLE VIII.

	 
	 	 	 	 
	INDEMNIFICATION

	 
	 	 	 	 
	Section 8.01. Indemnification by the Trust
	 	 	118	 
	 
	Section 8.02. Indemnification and Limited Guaranty by SLM Corporation
	 	 	118	 
	 
	 	 	 	 
	ARTICLE IX.

	 
	 	 	 	 
	ADMINISTRATIVE AGENT, SYNDICATION AGENT AND MANAGING AGENTS

	 
	 	 	 	 
	Section 9.01. Authorization and Action of Administrative Agent and Syndication Agent
	 	 	119	 
	 
	Section 9.02. Authorization and Action of Managing Agents
	 	 	120	 
	 
	Section 9.03. Agency Termination
	 	 	121	 
	 






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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




	 	 	 	 	 
	Section 9.04. Administrative Agent’s, Syndication Agent’s and Managing Agent’s Reliance, Etc.
	 	 	121	 
	 
	Section 9.05. Administrative Agent, Syndication Agent, Managing Agents and Affiliates
	 	 	122	 
	 
	Section 9.06. Decision to Purchase Class A Notes and Make Advances
	 	 	122	 
	 
	Section 9.07. Successor Administrative Agent or Syndication Agent
	 	 	123	 
	 
	Section 9.08. Successor Managing Agents
	 	 	123	 
	 
	Section 9.09. Reimbursement
	 	 	124	 
	 
	Section 9.10.
Notice of Amortization Events, Termination Events, Potential
Amortization Events, Potential Termination                   Events or Servicer Defaults
	 	 	124	 
	 
	 	 	 	 
	ARTICLE X.

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	Section 10.01. Amendments, Etc.
	 	 	125	 
	 
	Section 10.02. Notices; Non-Public Information, Etc.
	 	 	127	 
	 
	Section 10.03. No Waiver; Remedies; Limitation of Liability
	 	 	128	 
	 
	Section 10.04. Successors and Assigns; Binding Effect
	 	 	128	 
	 
	Section 10.05. Survival
	 	 	134	 
	 
	Section 10.06. Governing Law
	 	 	135	 
	 
	Section 10.07. Submission to Jurisdiction; Waiver of Jury Trial; Appointment of Service Agent
	 	 	135	 
	 
	Section 10.08. Costs and Expenses
	 	 	135	 
	 
	Section 10.09. Bankruptcy Non-Petition and Limited Recourse
	 	 	136	 
	 
	Section 10.10. Recourse Against Certain Parties
	 	 	136	 
	 
	Section 10.11. Execution in Counterparts; Severability
	 	 	137	 
	 
	Section 10.12. Confidentiality
	 	 	137	 
	 
	Section 10.13. Section Titles
	 	 	139	 
	 
	Section 10.14. Entire Agreement
	 	 	139	 
	 
	Section 10.15. No Petition
	 	 	139	 
	 
	Section 10.16. Excess Funds
	 	 	140	 
	 
	Section 10.17. Eligible Lender Trustee
	 	 	140	 
	 
	Section 10.18. USA PATRIOT Act Notice
	 	 	140	 
	 






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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



	 	 	 
	EXHIBIT A

	 	COMMITMENTS
	EXHIBIT B

	 	LIST OF APPROVED GUARANTORS
	EXHIBIT C

	 	FORM OF MONTHLY REPORT
	EXHIBIT D

	 	FORM OF ADVANCE REQUEST
	EXHIBIT E

	 	FORM OF MONTHLY ADMINISTRATIVE AGENT’S REPORT
	EXHIBIT F

	 	FORM OF NOTICE OF RELEASE
	EXHIBIT G

	 	FORM OF PRO FORMA REPORT (SECTION 2.18(b)(iii))
	EXHIBIT H

	 	FORM OF RELEASE RECONCILIATION STATEMENT
	EXHIBIT I

	 	FORM OF 2.20(d) CERTIFICATE
	EXHIBIT J

	 	FORM OF CLASS A VARIABLE FUNDING NOTE
	EXHIBIT K

	 	[RESERVED]
	EXHIBIT L

	 	FORM OF ADVANCE RECONCILIATION STATEMENT
	EXHIBIT M

	 	NOTICE ADDRESSES
	EXHIBIT N

	 	AMENDMENTS TO SLM CORPORATION’S BANK CREDIT FACILITIES






SCHEDULE 2.01 OUTSTANDING ADVANCES AS OF THE A&R CLOSING DATE





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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]






AMENDED AND RESTATED NOTE PURCHASE AND SECURITY AGREEMENT




     THIS AMENDED AND RESTATED NOTE PURCHASE AND SECURITY AGREEMENT (this “Agreement”) is made as
of April 24, 2009, among BLUEMONT FUNDING I, a statutory trust duly organized under the laws of the
State of Delaware, as the trust hereunder (the “Trust”), SALLIE MAE, INC., a Delaware corporation,
as administrator (the “Administrator”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL
ASSOCIATION (formerly known as THE BANK OF NEW YORK TRUST COMPANY, N.A.), a national banking
association, as the eligible lender trustee hereunder (the “Eligible Lender Trustee”), J.P. MORGAN
SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as lead arrangers (the “Lead Arrangers”), the
CONDUIT LENDERS (as hereinafter defined) from time to time parties hereto, the ALTERNATE LENDERS
(as hereinafter defined) from time to time parties hereto, the LIBOR LENDERS (as hereinafter
defined) from time to time parties hereto, JPMORGAN CHASE BANK, N.A., a national banking
association, BANK OF AMERICA, N.A., a national banking association, BARCLAYS BANK PLC, a public
limited company organized under the laws of England and Wales, THE ROYAL BANK OF SCOTLAND PLC, a
bank organized under the laws of Scotland, DEUTSCHE BANK AG, NEW YORK BRANCH, a German banking
corporation acting through its New York Branch, CREDIT SUISSE, NEW YORK BRANCH, the New York branch
of a Swiss banking corporation, ROYAL BANK OF CANADA, a Canadian chartered bank acting through its
New York Branch, LLOYDS TSB BANK plc, a bank organized under the laws of England, MERRILL LYNCH
BANK USA, a Utah-chartered industrial loan company, NATIXIS FINANCIAL PRODUCTS INC., a Delaware
corporation, and BNP PARIBAS, NEW YORK BRANCH, a French bank, each as agent on behalf of its
related LIBOR Lender or its related Conduit Lenders, Alternate Lenders and Program Support
Providers (as hereinafter defined) (and together with any other similar financial institutions
which become parties hereto, collectively, the “Managing Agents”), JPMORGAN CHASE BANK, N.A., as
syndication agent hereunder (in such capacity, the “Syndication Agent”), and BANK OF AMERICA, N.A.,
as the administrative agent for the Conduit Lenders, Alternate Lenders, LIBOR Lenders and Managing
Agents (in such capacity, the “Administrative Agent”).



PRELIMINARY STATEMENTS




     WHEREAS, the Trust, the Administrator, the Eligible Lender Trustee, J.P. Morgan Securities
Inc. and Banc of America Securities LLC, as lead arrangers, Barclays Bank PLC, the Royal Bank of
Scotland PLC and Deutsche Bank Securities Inc., as co-lead arrangers, Credit Suisse, New York
Branch, as arranger, the Conduit Lenders, the Alternate Lenders, the LIBOR Lenders, the Managing
Agents, the Administrative Agent and JPMorgan Chase Bank, N.A., as syndication agent, are parties
to that certain Note Purchase and Security Agreement, dated as of February 29, 2008 (as amended,
restated, supplemented or otherwise modified from time to time prior to the date hereof, the
“Initial Note Purchase Agreement”), and the parties hereto wish to amend and restate the Initial
Note Purchase Agreement as set forth below; and



     WHEREAS, this Agreement is being executed and delivered pursuant to and in accordance with
Section 10.01 of the Initial Note Purchase Agreement; and



 









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





     WHEREAS, the Conduit Lenders are special purpose entities engaged in the business of issuing
promissory notes and obtaining funding (directly or indirectly) in the commercial paper market and
purchasing notes of certain entities for the purpose of financing financial assets of such
entities; and



     WHEREAS, the LIBOR Lenders are financial institutions engaged in the business of purchasing
notes of certain entities for the purpose of financing financial assets of such entities; and



     WHEREAS, the Master Depositor has purchased, and may continue to purchase, certain Eligible
FFELP Loans in accordance with the Purchase Agreements; and



     WHEREAS, the Depositor has purchased, and may continue to purchase, certain Eligible FFELP
Loans in accordance with the Conveyance Agreement and the Tri-Party Transfer Agreement; and



     WHEREAS, the Trust has purchased, and may continue to purchase, certain Eligible FFELP Loans
in accordance with the Sale Agreement; and



     WHEREAS, the Eligible Lender Trustee has maintained, and will continue to maintain, legal
title of the Trust Student Loans on behalf of the Trust in accordance with the terms of the Trust
Agreement; and



     WHEREAS, the Trust initially funded such purchases through the issuance of its Class A
variable funding notes and Class B variable funding notes and the sale of such Class A Notes and
Class B Notes to the Managing Agents for the benefit of the Conduit Lenders, the LIBOR Lenders and
the Alternate Lenders, as applicable, on the terms and conditions set forth in the Initial Note
Purchase Agreement; and



     WHEREAS, the parties hereto agree that on the date hereof, all Class B Notes will be exchanged
for additional interests in the Class A Notes, and all purchases of Trust Student Loans from and
including the date hereof will be financed through additional Advances on the Class A Notes
exclusively; and



     WHEREAS, the Conduit Lenders may, from time to time, assign all or a part of such Class A
Notes or assign interests therein or commitments to purchase or fund such Class A Notes to the
Alternate Lenders or to certain Program Support Providers (as hereinafter defined) pursuant to the
terms of the Program Support Agreements (as hereinafter defined); and



     WHEREAS, each of the Managing Agents is willing to act as the agent on behalf of its related
Conduit Lenders, Alternate Lenders, LIBOR Lenders and Program Support Providers, as applicable,
pursuant to this Agreement and the corresponding Program Support Agreements; and



     WHEREAS, the parties hereto desire that the provisions of the Initial Note Purchase Agreement
shall be effective from the Original Closing Date (as hereinafter defined) through but excluding
the date hereof and the provisions of this Agreement shall be effective from and including the date
hereof.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
herein contained, the parties hereto agree as follows:



ARTICLE I.




DEFINITIONS




     Section 1.01. Certain Defined Terms. Certain capitalized terms used throughout this Agreement
are defined above or in this Section.



     As used in this Agreement and its exhibits, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural forms of the terms
defined unless otherwise noted).



     “A&R Closing Date” means April 24, 2009.



     “A&R Transaction Documents” means this Agreement, the Lenders Fee Letter, the Side Letter, the
Administrative Agent and Syndication Agent Fee Letter, the Valuation Agent Fee Letter, the
Amendment No. 1 to Valuation Agent Agreement, the Reaffirmation, the Class A Notes and the
Permitted SPE Sale Agreement referred to in clause (i) of the definition thereof.



     “Accounting Based Consolidation Event” means the consolidation, for financial and/or
regulatory accounting purposes, of all or any portion of the assets and liabilities of a Conduit
Lender that are subject to this Agreement or any other Transaction Document with all or any portion
of the assets and liabilities of an Affected Party or any of its Affiliates. An Accounting Based
Consolidation Event shall be deemed to occur on the date any Affected Party shall acknowledge in
writing that any such consolidation of the assets and liabilities of the Conduit Lender shall
occur.



     “Additional Student Loan” means any Student Loan that became or becomes a Trust Student Loan
after the Original Closing Date.



     “Adjusted Cash Income” means, for any period, Adjusted Revenue for such period less Operating
Expenses for such period.



     “Adjusted Pool Balance” means, as of any date:



     (a) (i) the aggregate of the Principal Balance of each Eligible FFELP Loan acquired by the
Trust on or prior to the Valuation Date set forth in the most recent Valuation Report multiplied by
the Applicable Percentage for such Eligible FFELP Loan, determined by reference to the most recent
Valuation Report, plus (ii) the Collateral Value of each Eligible FFELP Loan acquired by
the Trust since the Valuation Date set forth in the most recent Valuation Report, minus
(iii) the aggregate of the Principal Balance of each Eligible FFELP Loan that was subject to a
release pursuant to Section 2.18 since the Valuation Date set forth in the most recent
Valuation Report, multiplied by the Applicable Percentage for such Eligible FFELP Loan,
minus



     (b) the Excess Concentration Amount multiplied by the weighted average Applicable Percentage
for all Eligible FFELP Loans.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Adjusted Revenue” means, for any period, (a) the sum, without duplication, of all items which
would fairly be presented in the consolidated income statement of SLM Corporation and its
consolidated subsidiaries for such period (subject to normal year-end adjustments) prepared in
accordance with GAAP as (i) “total interest income” and (ii) “total other income,” less (b) the sum
of (i) “provisions for losses,” (ii) “gains on student loan securitizations” and (iii) “servicing
and securitization revenue,” eliminating (c) “total net impact of SFAS No. 133 derivative
accounting,” and including (d) “net interest income on securitized loans, after provisions for
losses,” in the case of (c) and (d) above as currently reported in SLM Corporation’s most recent
Form 10-Q or Form 10-K, as applicable, under “MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS” or as subsequently identified in writing by SLM Corporation.



     “Administrative Agent” means Bank of America, N.A., a national banking association, and its
successors and assigns, in its capacity as agent of the Conduit Lenders, the Managing Agents, the
LIBOR Lenders and the Alternate Lenders hereunder.



     “Administrative Agent Fees” means the fees, reasonable expenses and charges of the
Administrative Agent, including reasonable legal fees and expenses, as set forth in the
Administrative Agent and Syndication Agent Fee Letter.



     “Administrative Agent and Syndication Agent Fee Letter” means the Amended and Restated
Administrative Agent and Syndication Agent Fee Letter, dated as of the A&R Closing Date, among the
Trust, the Administrative Agent and the Syndication Agent.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent.



     “Administration Account” means the special account created pursuant to Section
2.04(b).



     “Administration Agreement” means the Administration Agreement, dated as of the Original
Closing Date, among the Depositor, the Trust, the Eligible Lender Trustee, the Administrator and
the Administrative Agent.



     “Administrator Fee” means, for each calendar month, a fee payable to the Administrator monthly
in arrears equal to $10,000.



     “Administrator” means Sallie Mae, Inc., a Delaware corporation, and its successors and
assigns, in its capacity as administrator of the Trust in accordance with the Administration
Agreement.



     “Administrator Default” has the meaning assigned to such term in Section 5.01 of the
Administration Agreement.



     “Advance” means an advance, including a Purchase Price Advance, an Excess Collateral Advance
or a Capitalized Interest Advance, made by the Lenders pursuant to Article II.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Advance Date” means, with respect to any Advance, the date on which such Advance is made.



     “Advance Reconciliation Statement” has the meaning assigned to such term in Section
4.03.



     “Advance Request” has the meaning assigned to such term in Section 2.02(b).



     “Adverse Claim” means a lien, security interest, charge, encumbrance or other right or claim
or restriction in favor of any Person (including any UCC financing statement or similar instrument
filed against the assets of that Person) other than, with respect to the Pledged Collateral, any
lien, security interest, charge, encumbrance or other right or claim or restriction in favor of the
Administrative Agent, for the benefit of the Secured Creditors.



     “Affected Party” means the Administrative Agent, the Syndication Agent, each Co-Valuation
Agent, each LIBOR Lender, each Conduit Lender, each Managing Agent, each Alternate Lender, each
Program Support Provider and any permitted assignee or participant of any LIBOR Lender, any Conduit
Lender, any Alternate Lender or any Program Support Provider.



     “Affiliate” means, when used with respect to a Person, any other Person controlling,
controlled by or under common control with such Person. A Person shall be deemed to control
another person if the controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether through the
ownership of voting securities, membership interests, by contract or otherwise.



     “Agent Parties” has the meaning assigned to such term in Section 10.02(c).



     “Aggregate Note Balance” means, as of any date of determination, the principal amount of each
Class A Note Outstanding and for all Class A Notes, the aggregate principal amount of all Class A
Notes Outstanding, after giving effect to (i) all distributions applied to principal on the Class A
Notes on such date of determination and (ii) Advances made on such date of determination.



     “Agreement” means this Amended and Restated Note Purchase and Security Agreement, together
with all exhibits and appendices attached hereto, as the same may be amended, restated,
supplemented or otherwise modified from time to time hereafter.



     “Alternate Lender” means any financial institution identified as an Alternate Lender on
Exhibit A attached hereto as such Exhibit may be amended, restated or otherwise revised
from time to time, and any successors or assigns (subject to Section 10.04).



     “Amendment No. 1 to Valuation Agent Agreement” means the Amendment No. 1 to the Valuation
Agent Agreement, dated as of the A&R Closing Date, among the Trust, the Administrator, the
Administrative Agent and the Co-Valuation Agents.



     “Amortization Event” has the meaning assigned to such term in Section 7.01.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Amortization Period” means the period commencing on the occurrence of an Amortization Event
and ending on the earliest of (a) the date the Class A Notes and all other Obligations are paid in
full, (b) 90 days from the occurrence of such Amortization Event and (c) the occurrence of a
Termination Event.



     “Amortization Period Rate” means, (a) during the first 30 days following the commencement of
the Amortization Period, the Base Rate plus the higher of 1.50% per annum and the Used Fee
then in effect, (b) during the second 30 days following the commencement of the Amortization
Period, the Base Rate plus 3.00% per annum and (c) thereafter, until the Termination Date,
the Base Rate plus 4.50% per annum.



     “Applicable Margin” means, with respect to any Advance and any Lender, the Applicable Margin
as set forth in the Lenders Fee Letter.



     “Applicable Percentage” has the meaning set forth in the Side Letter.



     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of any entity that administers or manages a
Lender.



     “Asset Coverage Ratio” means, on the last day of each calendar month, and as of any other date
of determination, the ratio (expressed as a percentage) of (a) the sum of (i) the Adjusted Pool
Balance as of such date, (ii) (without duplication) any accrued and unpaid interest thereon and any
accrued and unpaid Special Allowance Payments and Interest Subsidy Payments on the Trust Student
Loans as of such date and (iii) funds (including Eligible Investments) on deposit in the Collection
Account, the Administration Account, the Capitalized Interest Account and the Reserve Account, if
any, as of such date, to (b) the Reported Liabilities as of such date and rounding to the nearest
second decimal place.



     “Assignee Group” means two or more assignees that meet the requirements to be an assignee
under Section 10.04(b) and that are Affiliates of one another, commercial paper conduits
managed by the same manager or affiliated managers or Approved Funds managed by the same investment
advisor.



     “Assignment Amount” means, with respect to an Alternate Lender at the time of any assignment
pursuant to Section 10.04(g), an amount equal to the lesser of (a) such Alternate Lender’s
pro rata share of the aggregate principal amount of the Class A Notes requested by the related
Conduit Lender to be assigned at such time plus any accrued and unpaid interest owed
thereon at the applicable CP Rate and (b) such Alternate Lender’s unused Assignment Commitment
(minus the unrecovered principal amount of such Alternate Lender’s investments pursuant to the
Program Support Agreement to which it is a party).



     “Assignment Commitment” means, with respect to an Alternate Lender, such Alternate Lender’s
Commitment multiplied by 1.02.



     “Authorized Officer” means:



6









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     (a) with respect to the Trust, any officer of the Eligible Lender Trustee who is authorized to
act for the Eligible Lender Trustee in matters relating to the Trust pursuant to the Transaction
Documents and who is identified on the list of Authorized Officers delivered by the Eligible Lender
Trustee to the Administrative Agent on the Original Closing Date (as such list may be modified or
supplemented by the Eligible Lender Trustee from time to time thereafter and delivered to the
Administrative Agent);



     (b) with respect to the Administrator, any officer of the Administrator who is authorized to
act for the Administrator in matters relating to itself or to the Trust and to be acted upon by the
Administrator pursuant to the Transaction Documents and who is identified on the list of Authorized
Officers delivered by the Administrator to the Administrative Agent on the Original Closing Date
(as such list may be modified or supplemented by the Administrator from time to time thereafter and
delivered to the Administrative Agent);



     (c) with respect to the Depositor, any officer of the Depositor who is authorized to act for
the Depositor in matters relating to itself or to be acted upon by the Depositor pursuant to the
Transaction Documents and who is identified on the list of Authorized Officers delivered by the
Depositor to the Administrative Agent on the Original Closing Date (as such list may be modified or
supplemented by the Depositor from time to time thereafter and delivered to the Administrative
Agent);



     (d) with respect to the Master Servicer, any officer of the Master Servicer who is authorized
to act for the Master Servicer in matters relating to itself or to be acted upon by the Master
Servicer pursuant to the Transaction Documents and who is identified on the list of Authorized
Officers delivered by the Master Servicer to the Administrative Agent on the Original Closing Date
(as such list may be modified or supplemented by the Master Servicer from time to time thereafter
and delivered to the Administrative Agent);



     (e) with respect to the Eligible Lender Trustee, any officer of the Eligible Lender Trustee
who is authorized to act for the Eligible Lender Trustee in matters relating to itself or to be
acted upon by the Eligible Lender Trustee pursuant to the Transaction Documents and who is
identified on the list of Authorized Officers delivered by the Eligible Lender Trustee to the
Administrative Agent on the Original Closing Date (as such list may be modified or supplemented by
the Eligible Lender Trustee from time to time thereafter and delivered to the Administrative
Agent);



     (f) with respect to SLM Corporation, chief executive officer, chief financial officer,
president, any vice president, treasurer or other senior officer of SLM Corporation who is
authorized to act for SLM Corporation in matters relating to itself or to be acted upon by SLM
Corporation pursuant to the Transaction Documents and who is identified on the list of Authorized
Officers delivered by SLM Corporation to the Administrative Agent on the Original Closing Date (as
such list may be modified or supplemented by SLM Corporation from time to time thereafter and
delivered to the Administrative Agent); and



     (g) with respect to the Administrative Agent, any officer of the Administrative Agent who is
authorized to act for the Administrative Agent in matters relating to itself or to be acted upon by
the Administrative Agent pursuant to the Transaction Documents and who is identified



7









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





on the list of Authorized Officers delivered by the Administrative Agent to the Administrator
and the Eligible Lender Trustee on the Original Closing Date (as such list may be modified or
supplemented by the Administrative Agent from time to time thereafter and delivered to the
Administrator and the Eligible Lender Trustee).



     “Available Funds” means, with respect to a Settlement Date, the sum of the following amounts
received into the Collection Account with respect to the related Settlement Period:



     (a) all collections of principal and interest on the Trust Student Loans, including any
payments received from the Guarantees on the Trust Student Loans but net of (i) any
collections in respect of principal on the Trust Student Loans applied by the Trust to repurchase
Guaranteed loans from the Guarantors under the Guarantee Agreements, (ii) amounts required by the
Higher Education Act to be paid to the Department or to be repaid or rebated to Obligors (whether
or not in the form of a principal reduction of the applicable Trust Student Loan) on the Trust
Student Loans for that Settlement Period including Floor Income Rebate Fees and Monthly Rebate Fees
and (iii) amounts deposited into the Floor Income Rebate Account during the related Settlement
Period;



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



     (c) all Liquidation Proceeds from any Trust Student Loans which became Liquidated Student
Loans during that Settlement Period in accordance with the Servicer’s applicable Servicing
Policies, plus all Recoveries on Liquidated Student Loans which were written off in prior
Settlement Periods or during that Settlement Period;



     (d) the aggregate amounts received during that Settlement Period for those Trust Student Loans
(i) repurchased by the applicable Seller or the Depositor, as applicable, (ii) purchased by the
Servicer or its assignee or (iii) sold to another eligible lender pursuant to Section 3.11
of the Servicing Agreement;



     (e) the aggregate amounts, if any, received by the Trust from the applicable Seller, the
Depositor or the Servicer, as the case may be, as reimbursement of non-guaranteed principal or
interest amounts, or lost Interest Subsidy Payments and Special Allowance Payments, on the Trust
Student Loans pursuant to the Sale Agreement or Section 3.05 of the Servicing Agreement,
respectively;



     (f) amounts received by the Trust pursuant to Sections 3.01 and 3.12 of the
Servicing Agreement during that Settlement Period as to yield or principal adjustments other than
deposits into the Borrower Benefit Account;



     (g) investment earnings for that Settlement Period earned on investments in the Trust Accounts
during such Settlement Period;



     (h) amounts, if any, transferred into the Collection Account from the Capitalized Interest
Account in excess of the Required Capitalized Interest Account Balance, calculated as of the end of
the Settlement Period related to that Settlement Date;



8









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     (i) amounts, if any, transferred into the Collection Account from the Reserve Account in
excess of the Reserve Account Specified Balance, calculated as of the end of the Settlement Period
related to that Settlement Date;



     (j) amounts, if any, transferred into the Collection Account from the Floor Income Rebate
Account representing amounts no longer required to be held in connection with floor income payment
obligations;



     (k) amounts, if any, transferred into the Collection Account from the Administration Account
in accordance with Section 2.04(b);



     (l) amounts, if any, transferred into the Collection Account from the Borrower Benefit Account
to offset reductions in yield on affected Trust Student Loans during the related Settlement Period;



     (m) amounts, if any, received by the Trust from SLM Corporation under the Revolving Credit
Agreement and which have been deposited into the Collection Account;



     (n) all proceeds from any Permitted Release (to the extent such proceeds were not previously
used to prepay the Aggregate Note Balance or used to purchase new Eligible FFELP Loans);



     (o) amounts received, if any, in respect of insurance proceeds; and



     (p) all other Collections or other amounts deposited into the Collection Account for
application pursuant to Section 2.05(b) on the applicable Settlement Date;


provided, that if on any Settlement Date, there would not be sufficient funds, after
application of Available Funds, as defined above, and application of amounts available from the
Capitalized Interest Account and the Reserve Account, in that order, to pay any of the items
specified in clauses (i) through (iv) of Section 2.05(b), then Available Funds for that
Settlement Date will include, in addition to the Available Funds as defined above, amounts on
deposit in the Collection Account, or amounts held by the Administrative Agent for deposit into the
Collection Account which would have constituted Available Funds for the Settlement Date immediately
succeeding that Settlement Date, up to the amount necessary to pay such items, and the Available
Funds for the immediately succeeding Settlement Date will be adjusted accordingly.




     “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as
amended from time to time, and any successor statute.



     “Base Rate” means, for any day, a rate per annum determined by the Administrative Agent equal
to the highest of (a) the sum of the LIBOR Base Rate (determined in accordance with clause (ii) of
the definition thereof) and 1.00% for such day, (b) the Prime Rate for such day and (c) the sum of
0.50% and the Federal Funds Rate for such day.



     “Base Rate Advance” means an Advance funded with reference to the Base Rate.



9









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA in respect
of which the Trust or any ERISA Affiliate is, or at any time during the immediately preceding six
years was, an “employer” as defined in Section 3(5) of ERISA.



     “Borrower Benefit Account” means the special account created pursuant to
Section 2.04(d).



     “Business Day” means a day of the year other than a Saturday or a Sunday or other day on which
(a) banks are not authorized or required to close in Charlotte, North Carolina or New York, New
York and (b) trust companies are not authorized or required to close in Wilmington, Delaware;
provided, however, if the term “Business Day” is used in connection with the LIBOR
Rate, it means any day on which (x) dealings in dollar deposits are carried on in the London
interbank market and (y) banks are not authorized or required to close in New York, New York.



     “Capitalized Interest Account” means the special account created pursuant to Section
2.06(a).



     “Capitalized Interest Account Funding Event” means (i) an event which occurs as of any date on
which an Advance has been made and after giving effect to such Advance, the Aggregate Note Balance
plus the Capitalized Interest Account Unfunded Balance exceeds the Maximum Financing Amount, (ii)
the third Business Day preceding the Scheduled Maturity Date, or (iii) the last day of the
Revolving Period under clause (ii) or (iii) of the definition of Revolving Period.



     “Capitalized Interest Account Specified Balance” means, as of any date of determination, the
sum of (i) for each Eligible FFELP Loan that is a Trust Student Loan included in the Initial Pool,
the product of 3.2% multiplied by the Principal Balance thereof as of such date of determination,
and (ii) for each Eligible FFELP Loan that becomes a Trust Student Loan not included in the Initial
Pool, the product of 8.1% multiplied by the Principal Balance thereof as of such date of
determination.



     “Capitalized Interest Account Unfunded Balance” means, as of any date of determination, the
amount, if any, by which (x) the Capitalized Interest Account Specified Balance exceeds (y) the
outstanding balance of Capitalized Interest Advances then on deposit in the Capitalized Interest
Account.



     “Capitalized Interest Advance” means an Advance made upon a Capitalized Interest Account
Funding Event or as provided in Section 2.21(b), the proceeds of which are to be deposited
into the Capitalized Interest Account.



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



     “Change of Control” means (i) a merger or consolidation of the Trust, the Administrator, any
Seller, the Depositor, the Master Depositor or the Master Servicer, as applicable, into another
Person (other than an Affiliate of SLM Corporation), (ii) any merger or consolidation to which the
Trust, the Administrator, any Seller, the Depositor, the Master Depositor or the Master Servicer,
as applicable, shall be a party resulting in the creation of



10









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





another Person (other than an Affiliate of SLM Corporation), (iii) any Person (other than an
Affiliate of SLM Corporation) succeeding to the properties and assets of the Trust, the
Administrator, any Seller, the Depositor, the Master Depositor or the Master Servicer, as
applicable, substantially as a whole or (iv) an event or series of events by which any Person
(other than an Affiliate of SLM Corporation) acquires the right to vote more than 50% of the common
stock or other voting interest of the Trust, the Administrator, any Seller, the Depositor, the
Master Depositor or the Master Servicer, as applicable.



     “Class A Advance” means an Advance under a Class A Note.



     “Class A Note” means an amended and restated variable funding note, substantially in the form
attached hereto as Exhibit J.



     “Class B Note” has the meaning assigned to such term in the Initial Note Purchase Agreement.



     “Closing Date” means the Original Closing Date.



     “Co-Valuation Agents” means J.P. Morgan Securities Inc., Banc of America Securities LLC and
Barclays Bank PLC, or any other entity appointed as a successor Co-Valuation Agent pursuant to the
Valuation Agent Agreement.



     “Co-Valuation Agents Fees” means the fees and charges, if any, of the Co-Valuation Agents,
including reasonable legal fees and expenses, payable to the Co-Valuation Agents pursuant to the
Valuation Agent Fee Letter.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor
statute and the regulations promulgated and rulings issued thereunder.



     “Collateral Value” means with respect to each pool of Eligible FFELP Loans to be added to the
Trust Student Loans in connection with a particular Purchase Price Advance, an amount equal to the
product of the weighted average advance rate referred to in clause (a) of the definition of
Applicable Percentage for such pool and the aggregate Principal Balance of such pool; provided,
however, that if the Applicable Percentage set forth in the most recent Valuation Report is the
percentage referred to in clause (b) or (c) of the definition of Applicable Percentage, then in
calculating each of the percentages used in determining the weighted average advance rate referred
to in clause (a) of the definition of Applicable Percentage for such pool, each such percentage
shall be multiplied by a fraction the numerator of which is the lower of the percentages calculated
pursuant to clause (b) and (c) of the definition of Applicable Percentage in the most recent
Valuation Report and the denominator of which is the weighted average advance rate calculated
pursuant to clause (a) of the definition of Applicable Percentage in the most recent Valuation
Report.



     “Collection Account” means the special account created pursuant to Section 2.04(a).



     “Collections” means (a) all amounts received with respect to principal and interest and other
proceeds, payments and reimbursements, including Recoveries, with respect to any Trust Student Loan
and any other collection of cash with respect to such Trust Student Loan and (b) all



11









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





other cash collections and other cash proceeds of the Pledged Collateral (including, without
limitation, in each of clauses (a) and (b) above, each of the items enumerated in the definition of
Available Funds with respect to any Settlement Period).



     “Commitment” means (i) with respect to a Lender, the obligation, if any, of such Lender to
fund Advances pursuant to this Agreement in the amount stated to be such Lender’s “Commitment” on
Exhibit A attached hereto, as such Exhibit may be amended, restated or otherwise revised
from time to time and (ii) with respect to a Facility Group, the aggregate Commitment of the
Lenders within such Facility Group, in each case as such Commitment may be reduced or increased
pursuant to Section 2.03; provided, however, that upon termination of the
Revolving Period, and on each Settlement Date thereafter on which the Aggregate Note Balance has
been reduced, the Commitment shall be reduced for (a) each Lender to an amount equal to such
Lender’s Pro Rata Share of the sum of (1) the Aggregate Note Balance of the Class A Note held by
such Lender’s Facility Group and (2) the Capitalized Interest Account Unfunded Balance, and (b)
each Facility Group to an amount equal to the sum of (1) the Aggregate Note Balance of the Class A
Note held by such Facility Group and (2) such Facility Group’s Pro Rata Share of the Capitalized
Interest Account Unfunded Balance.



     “Committed Conduit Lender” means any Conduit Lender that has a Commitment and any of its
successors or assigns (subject to Section 10.04).



     “Competing Financing Transaction” has the meaning assigned to such term in Section
6.28 of the Initial Note Purchase Agreement.



     “Conduit Assignee” means any special purpose entity that finances its activities directly or
indirectly through asset backed commercial paper and is administered by a Managing Agent or any
Affiliate of a Managing Agent and designated by such Managing Agent from time to time to accept an
assignment from such Managing Agent’s related Conduit Lender of outstanding Advances;
provided, however, that with respect to any Conduit Lender with a Commitment
hereunder, such Conduit Assignee must be an assignee with respect to such Commitment.



     “Conduit Lender” means any special purpose entity identified as a Conduit Lender on
Exhibit A attached hereto, as such Exhibit may be amended, restated or otherwise revised
from time to time, and any successors or assigns (subject to Section 10.04).



     “Consolidated Tangible Net Worth” means, as of any date of determination, the consolidated
stockholders’ equity of SLM Corporation and its consolidated subsidiaries, determined in accordance
with GAAP, less their consolidated Intangible Assets, all determined as of such date.



     “Consolidation Loan” means a loan made to a borrower which loan consolidates such borrower’s
PLUS/SLS Loans, direct loans made by the Department of Education, Stafford Loans made in accordance
with the Higher Education Act and/or loans made under the Federal Health Education Assistance Loan
Program authorized under Sections 701 through 720 of the Public Health Services Act.



     “Conveyance Agreement” means the Conveyance Agreement, dated as of the Original Closing Date,
among the Master Depositor, the Depositor and the Interim Eligible Lender



12









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Trustee, under which the Master Depositor may from time to time transfer, on a true sale
basis, certain Eligible FFELP Loans to the Depositor, together with all transfer agreements,
blanket endorsements and bills of sale executed pursuant thereto.



     “CP” means the commercial paper notes issued from time to time by means of which a Conduit
Lender (directly or indirectly) obtains financing.



     “CP Advance” means an Advance made through the issuance of CP.



     “CP Rate” means, for any Settlement Period, for any Conduit Lender, for the portion of the
Aggregate Note Balance funded by such Conduit Lender directly or indirectly with CP, the rate
equivalent to the weighted average cost (as determined by the applicable Managing Agent and which
shall include Dealer Fees, incremental carrying costs incurred with respect to CP maturing on dates
other than those on which corresponding funds are received by the Conduit Lender, other borrowings
by the Conduit Lender to fund any Advances hereunder or its related commercial paper issuer if the
Conduit Lender does not itself issue commercial paper (other than under any Program Support
Agreement), actual costs of swapping foreign currencies into dollars to the extent the CP is issued
in a market outside the U.S. and any other costs associated with the issuance of CP) of or related
to the issuance of CP that are allocated, in whole or in part, by the Conduit Lender or the
applicable Managing Agent to fund or maintain such portion of the Aggregate Note Balance (and which
may be also allocated in part to the funding of other assets of the Conduit Lender);
provided, however, that if the rate (or rates) is a discount rate, then the rate
(or if more than one rate, the weighted average of the rates) shall be the rate resulting from
converting such discount rate (or rates) to an interest-bearing equivalent rate per annum.



     “Cutoff Date” means the Initial Cutoff Date or any Subsequent Cutoff Date, as applicable.



     “Dealer Fees” means a commercial paper dealer fee, payable to each Conduit Lender, of not
greater than five basis points per annum on the amount of CP Advances made by such Conduit Lender.



     “Debt” means, with respect to any Person, (a) indebtedness of such Person for borrowed money;
(b) obligations of such Person evidenced by bonds, debentures, notes, letters of credit, interest
rate and currency swaps or other similar instruments; (c) obligations of such Person to pay the
deferred purchase price of property or services; (d) obligations of such Person as lessee under
leases which shall have been or should be, in accordance with GAAP, recorded as capital leases; (e)
obligations secured by an Adverse Claim upon property or assets owned by such Person, even though
such Person has not assumed or become liable for the payment of such obligations; (f) obligations
of such Person under direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in
respect of, indebtedness or obligations of other Persons of the kinds referred to in clauses (a)
through (e) above; (g) all obligations of such Person upon which interest charges are customarily
paid; (h) all obligations of such Person under conditional sale or other title retention agreements
relating to property acquired by such Person; (i) all obligations, contingent or otherwise, of such
Person in respect of bankers’ acceptances or as an account party in respect of letters of credit
and letters of guaranty; (j) all obligations of any other entity



13









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]


(including any partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent the terms of such obligations provide that such Person is
not liable therefor; and (k) any other liabilities of such Person which would be treated as
indebtedness in accordance with GAAP.




     “Defaulted Student Loan” means any Trust Student Loan (a) as to which any payment or portion
thereof is more than the number of days past due from the original due date thereof that would
permit the Eligible Lender Trustee, or any other Person acting on its behalf, to submit a default
claim to the applicable Guarantor under the terms of the Higher Education Act (which number of
days, as of the A&R Closing Date, is 270), (b) the Obligor of which is the subject of an Event of
Bankruptcy (without giving effect to any applicable cure or continuance period) or is deceased or
disabled or (c) as to which a continuing condition exists that, with notice or the lapse of time or
both, would constitute a default, breach, violation or event permitting acceleration under the
terms of such Student Loan (other than payment defaults continuing for a period of not more than
the number of days past due from the original due date thereof that would permit the submission of
a default claim to the applicable Guarantor under the terms of the Higher Education Act).



     “Defaulting Lender” means any Alternate Lender, LIBOR Lender or Committed Conduit Lender that
has failed to make its Pro Rata Share of any Advance required to be made by such Lender as and when
required under Section 2.01(d) and has not reimbursed the other Lenders for such failure in
accordance with the last sentence of Section 2.01(d).



     “Delaware Trustee” means BNY Mellon Trust of Delaware (formerly known as BNYM (Delaware)), a
Delaware banking corporation.



     “Delinquent Student Loan” means any Trust Student Loan, which is not a Defaulted Student Loan,
as to which any payment, or portion thereof, is more than 120 days past due from the original due
date thereof.



     “Departing Facility Group” means a Facility Group whose Commitment the Trust has determined to
assign in accordance with Section 2.21(a).



     “Department of Education” or “Department” means the United States Department of Education, or
any other officer, board, body, commission or agency succeeding to the functions thereof under the
Higher Education Act.



     “Depositor” means Bluemont Funding LLC, a Delaware limited liability company, in its capacity
as depositor with respect to the Trust.



     “Depositor Interim Trust Agreement” means the interim trust agreement, dated as of the
Original Closing Date, between the Depositor and the Interim Eligible Lender Trustee.



     “Distressed Lender” means any Lender that (i) is a Defaulting Lender, (ii) becomes or is
insolvent or has a parent company that has become or is insolvent or (iii) becomes the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval
of



14









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





or acquiescence in any such proceeding or appointment or has a parent company that has become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee
or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment.



     “Eligible FFELP Loan” means a Student Loan which meets the following criteria as of any date
of determination:




     (a) such Student Loan is fully disbursed;




     (b) notwithstanding the amount of time such Student Loan has been owned by the Trust or
by any Related SPE Trusts prior to the A&R Closing Date, such Student Loan has not been
owned by the Trust or by any Related SPE Trusts for more than 364 days commencing on and
after the A&R Closing Date in the aggregate for all such parties;




     (c) such Student Loan is a Stafford Loan, an SLS Loan, a PLUS Loan or a Consolidation
Loan and the Obligor thereof was an Eligible Obligor at the time such Student Loan was
originated;




     (d) such Student Loan is a U.S. Dollar denominated obligation payable in the United
States;




     (e) at least 97% of the principal of and interest on such Student Loan is guaranteed by
the applicable Guarantor and eligible for reinsurance under the Higher Education Act, such
percentage to be met without giving effect to any increase due to any special servicer
status under the Higher Education Act of any applicable Servicer;




     (f) such Student Loan provides for periodic payments which fully amortize the amount
financed over its term to maturity (exclusive of any deferral or forbearance periods granted
in accordance with applicable law, including, without limitation, the Higher Education Act,
and in accordance with the applicable Guarantee Agreement);




     (g) such Student Loan is being serviced by a Servicer under a Servicing Agreement and
if such Student Loan is serviced by a Subservicer, the related Obligor has been directed to
make all payments into a Permitted Lockbox;




     (h) such Student Loan bears interest at a stated rate equal to the maximum rate
permitted under the Higher Education Act for such Student Loan (before giving effect to any
borrower benefit programs);




     (i) such Student Loan is eligible for the payment of quarterly Special Allowance
Payments at a rate established under the formula set forth in the Higher Education Act for
such Student Loan;




     (j) if not yet in repayment status, such Student Loan is eligible for the payment of
Interest Subsidy Payments by the Department of Education or, if not so eligible, is a
Student Loan for which interest either is billed quarterly to the Obligor or



15









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





deferred until commencement of the repayment period, in which case such accrued
interest is subject to capitalization to the full extent permitted by the applicable
Guarantor;




     (k) such Student Loan is not a Defaulted Student Loan at the time the Advance to
purchase such Student Loan is made;




     (l) such Student Loan is supported by the following documentation:




     (i) loan application, and any supplement thereto;




     (ii) evidence of Guarantee;




     (iii) any other document and/or record which the Trust or the related Servicer
or other agent may be required to retain pursuant to the Higher Education Act;




     (iv) if applicable, payment history (or similar documentation) including (A) an
indication of the Principal Balance and the date through which interest has been
paid, each as of the related date of determination and (B) an accounting of the
allocation of all payments by the Obligor or on Obligor’s behalf to principal and
interest on the Student Loan;




     (v) if applicable, documentation which supports periods of current or past
deferment or past forbearance;




     (vi) if applicable, a collection history, if the Student Loan was ever in a
delinquent status, including detailed summaries of contacts and including the
addresses or telephone numbers used in contacting or attempting to contact the
related Obligor and any endorser and, if required by the Guarantor, copies of all
letters and other correspondence relating to due diligence processing;




     (vii) if applicable, evidence of all requests for skip-tracing assistance and
current address of the related Obligor, if located;




     (viii) if applicable, evidence of requests for pre-claims assistance, and
evidence that the Obligor’s school(s) have been notified; and




     (ix) if applicable, a record of any event resulting in a change to or
confirmation of any data in the Student Loan file;




     (m) such Student Loan was originated and has been serviced in compliance with all
requirements of applicable law, including the Higher Education Act and all origination fees
authorized to be collected pursuant to Section 438 of the Higher Education Act have been
paid to the United States Secretary of Education;




     (n) such Student Loan is evidenced by a single original Student Loan Note and any
addendum thereto (or a certified copy thereof if more than one Student Loan is



16









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





represented by a single Student Loan Note and all Student Loans represented thereby are
not being sold) (whether e-signed or otherwise), containing terms in accordance with those
required by the FFELP Program, the applicable Guarantee Agreements and other applicable
requirements and which does not require the Obligor to consent to the transfer, sale or
assignment of the rights and duties of the related Seller, the Master Depositor (or the
Interim Eligible Lender Trustee on behalf of the Master Depositor), or the Depositor (or the
Interim Eligible Lender Trustee on behalf of the Depositor) or the Trust (or the Eligible
Lender Trustee on behalf of the Trust) and does not contain any provision that restricts the
ability of the Administrative Agent, on behalf of the Secured Creditors, to exercise its
rights under the Transaction Documents;




     (o) in each case, (i) immediately prior to the sale thereof to the Master Depositor,
the applicable Seller had, (ii) immediately prior to the sale thereof by the Master
Depositor to the Depositor, the Master Depositor had, and (iii) immediately following the
acquisition thereof on the related Advance Date, the Trust has good and marketable title to
such Student Loan free and clear of any Adverse Claim or other encumbrance, lien or security
interest, or any other prior commitment, other than as may be granted in favor of the
Administrative Agent, on behalf of the Secured Creditors;




     (p) such Student Loan has not been modified, extended or renegotiated in any way,
except (i) as required under the Higher Education Act or other applicable laws, rules and
regulations and the applicable Guarantee Agreement, (ii) as provided for or permitted under
the applicable underwriting guidelines or Servicing Policies if such modification, extension
or renegotiation does not materially adversely affect the value or collectability thereof or
(iii) as provided for in the Transaction Documents;




     (q) such Student Loan constitutes a legal, valid and binding obligation to pay on the
part of the related Obligor enforceable in accordance with its terms and is not noted on the
appropriate Servicer’s books and records as being subject to a current bankruptcy
proceeding;




     (r) such Student Loan constitutes an instrument, an account or a general intangible as
defined in the UCC in the jurisdiction that governs the perfection of the interests of the
Trust therein and the perfection of the Secured Creditors’ interest therein;




     (s) the sale or assignment of such Student Loan to the Master Depositor or an interim
eligible lender trustee on its behalf pursuant to a Purchase Agreement, the sale or
assignment of which to the Depositor or the Interim Eligible Lender Trustee on its behalf
pursuant to the Conveyance Agreement or the Tri-Party Transfer Agreement, the sale or
assignment of which to the Trust or the Eligible Lender Trustee on its behalf pursuant to
the Sale Agreement, and the granting of a security interest to the Administrative Agent
pursuant to this Agreement does not contravene or conflict with any applicable law, rule or
regulation, or require the consent or approval of, or notice to, any Person;




     (t) such Student Loan was acquired by the Master Depositor pursuant to a Purchase
Agreement and acquired by the Depositor pursuant to the Conveyance Agreement or the
Tri-Party Transfer Agreement and sold to the Trust pursuant to the Sale



17









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Agreement and was not previously owned by the Trust and subsequently re-acquired,
unless such repurchase is required under the Higher Education Act;




     (u) the purchase price paid for such Student Loan at the time of purchase by the Trust
(i) did not exceed the Applicable Percentage (in effect at the time of purchase) multiplied
by the Principal Balance thereof, plus amounts, if any, drawn under the Revolving Credit
Agreement; and (ii) is reasonably equal to its fair market value at the time of purchase;
and




     (v) the purchase of such Student Loan will not result in (i) an Amortization Event,
(ii) a Termination Event or (iii) an increase in any Excess Concentration Amount that would
result in the Asset Coverage Ratio being less than 100%.



     “Eligible Institution” means (a) an institution of higher education, (b) a vocational school
or (c) any other institution which, in all of the above cases, is an “eligible institution” as
defined in the Higher Education Act and has been approved by the Department of Education and the
applicable Guarantor.



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




     (a) direct obligations of, and obligations fully guaranteed as to timely payment by,
the United States of America, the Government National Mortgage Association, the Federal Home
Loan Mortgage Corporation or the Federal National Mortgage Association or any agency or
instrumentality of the United States of America, the obligations of which are backed by the
full faith and credit of the United States of America; provided, that obligations
of, or guaranteed by, the Government National Mortgage Association, the Federal Home Loan
Mortgage Corporation or the Federal National Mortgage Association shall be Eligible
Investments only if, at the time of investment, they have a rating from each of the Rating
Agencies in the highest investment category granted thereby;




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



18









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




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




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




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




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



     For purposes of the definition of “Eligible Investments,” the phrase “highest investment
category” means (i) in the case of Fitch, “AAA” for long-term investments (or the equivalent) and
“F-1+” for short-term investments (or the equivalent), (ii) in the case of Moody’s, “Aaa” for
long-term investments and “P-1” for short-term investments, and (iii) in the case of S&P, “AAA” for
long-term investments and “A-1+” for short-term investments. A proposed investment not rated by
Fitch but rated in the highest investment category by Moody’s and S&P shall be considered to be
rated by each of the Rating Agencies in the highest investment category granted thereby. In the
event the rating(s) of an Eligible Investment falls below the applicable rating(s) set forth
herein, the Administrator shall promptly (but in no event longer than the earlier of (x) the
maturity date of such Eligible Investment and (y) 60 days from the time of such downgrade) replace
such investment, at no cost to the Trust, with an Eligible Investment which has the required
ratings; provided, that if each of the Rating Agencies has approved an Eligible Investment
with other terms relating to a downgrade (including, but not limited to collateralization of the
Eligible Investment or furnishing a guaranty or insurance), such other terms shall prevail.



     “Eligible Lender” means any “eligible lender,” as defined in the Higher Education Act, which
has received an eligible lender designation from the Department of Education or from a Guarantor
with respect to Student Loans.



     “Eligible Lender Trustee” means The Bank of New York Mellon Trust Company, National
Association (formerly known as The Bank of New York Trust Company, N.A.), a national banking
association, not in its individual capacity but solely as Eligible Lender Trustee under the Trust
Agreement and its successor or successors and any other corporation which may at any time be
substituted in its place pursuant to the terms of the Trust Agreement.



     “Eligible Lender Trustee Fees” means the fees, reasonable expenses and charges of the Eligible
Lender Trustee, including reasonable legal fees and expenses, as agreed to in writing by the
Eligible Lender Trustee and the Administrator.



19









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Eligible Lender Trustee Guarantee Agreement” means any guarantee or similar agreement issued
by any Guarantor to the Eligible Lender Trustee relating to the Guarantee of Trust Student Loans,
and any amendment thereto entered into in accordance with the provisions thereof and hereof.



     “Eligible Obligor” means an Obligor who is eligible under the Higher Education Act to be the
obligor of a loan for financing a program of education at an Eligible Institution, including an
Obligor who is eligible under the Higher Education Act to be an obligor of a loan made pursuant to
Section 428A, 428B and 428C of the Higher Education Act.



     “ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time
to time, or any successor statute and the regulations promulgated and rulings issued thereunder.



     “ERISA Affiliate” means (a) any corporation which is a member of the same controlled group of
corporations (within the meaning of Section 414(b) of the Code) as the Trust, (b) a trade or
business (whether or not incorporated) under common control (within the meaning of Section 414(c)
of the Code) with the Trust, or (c) a member of the same affiliated service group (within the
meaning of Section 414(m) of the Code) as the Trust, any corporation described in clause (a) above
or any trade or business described in clause (b) above or other Person which is required to be
aggregated with the Trust pursuant to regulations promulgated under Section 414(o) of the Code.



     “Estimated Interest Adjustment” means, for each Settlement Date with respect to any Facility
Group, the variation, if any, between (x) the Yield paid on the preceding Settlement Date to such
Facility Group and (y) the Yield that accrued on the portion of the Aggregate Note Balance
allocable to such Facility Group during the Interest Accrual Period then ending on such preceding
Settlement Date. The amount by which clause (y) exceeds clause (x) shall be a positive Estimated
Interest Adjustment and the amount by which clause (x) exceeds clause (y) shall be a negative
Estimated Interest Adjustment.



     “Eurodollar Reserve Percentage” means, for any day during any period, the reserve percentage
(expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on such
day, whether or not applicable to any Lender, under regulations issued from time to time by the
Board of Governors of the Federal Reserve System for determining the maximum reserve requirement
(including any emergency, special, supplemental or other marginal reserve requirement) with respect
to eurocurrency funding (currently referred to as “eurocurrency liabilities”). The LIBOR Rate
shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve
Percentage.



     “Event of Bankruptcy” means, with respect to a specified Person, (a) the filing of a decree or
order for relief by a court having jurisdiction in the premises in respect of such Person or any
substantial part of its property in an involuntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for
any substantial part of its property, or ordering the winding-up or liquidation of such Person’s
affairs, which decree or order remains unstayed and in effect for a period of 30 consecutive days;
or (b)



20









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





the commencement by such Person of a voluntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such
Person to the entry of an order for relief in an involuntary case under any such law, or the
consent by such Person to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or the making by such Person of any general assignment for the
benefit of creditors, or the failure by such Person generally to pay its debts as such debts become
due, or the taking of action by such Person in furtherance of any of the foregoing.



     “Excess Collateral Advance” means an Advance made to the Trust that is not a Purchase Price
Advance or a Capitalized Interest Advance and is made to provide additional Available Funds;
provided, however, that the amount of any such Advance shall not exceed the amount
by which (a) the Adjusted Pool Balance plus the sum of the amounts on deposit in the Trust Accounts
(other than the Borrower Benefit Account and the Floor Income Rebate Account) exceeds (b) the
Reported Liabilities.



     “Excess Concentration Amount” has the meaning set forth in the Side Letter.



     “Excess Distribution Certificate” has the meaning assigned to such term in the Trust
Agreement.



     “Excess Spread” means the annualized percentage, calculated on the last day of each calendar
month, which is a fraction, the numerator of which is the positive difference, if any, between (x)
the Expected Interest Collections for such month with respect to the Trust Student Loans and (y)
the sum of (i) the Primary Servicing Fee payable to the Master Servicer for such month, (ii) all
other fees payable under this Agreement for such month (other than the Non-Use Fee), (iii) all
Monthly Rebate Fees for such month, (iv) all other accrued and unpaid amounts generally payable by
the Trust with respect to the Trust Student Loans to the Department or any Guarantor, regardless of
whether such amounts are then due and owing and whether such amounts may be netted or deducted from
payments to be received from the Department or such Guarantor, as applicable, and (v) all Yield
payable to the Lenders for such month in respect of the Class A Notes, and the denominator of which
is the product of (x) the weighted average Principal Balance of all Trust Student Loans held by the
Trust during such month multiplied by (y) the Applicable Percentage as calculated based
upon the most recent Valuation Report delivered in the succeeding calendar month.



     “Excess Spread Test” means the three-month average Excess Spread is greater than 0.00%.



     “Excess Yield Rate” means, with respect to any Advance for any Lender and any Settlement Date,
the amount by which the applicable Yield Rate for such Advance during the related Yield Period
exceeds the sum of (a) (I) with respect to a CP Advance, the Related LIBOR Rate plus 0.50%
and (II) with respect to a LIBOR Advance, the applicable LIBOR Rate for such LIBOR Advance and (b)
the Used Fee (without giving effect to any increase therein as a result of the existence of a
Step-Down Deficiency) that would be applicable if such Advance were a CP Advance.



21









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Excluded Taxes” has the meaning assigned to such term in Section 2.20(a).



     “Exiting Facility Group” means any Non-Renewing Facility Group.



     “Exiting Facility Group Amortization Period” means, with respect to any Non-Renewing Facility
Group, the period beginning on the then current Scheduled Maturity Date for such Non-Renewing
Facility Group and ending on the earliest to occur of (i) the occurrence of an Amortization Event
or a Termination Event, (ii) 90 days after the start of the period described above and (iii) the
date the Aggregate Note Balance of the Class A Note held by the Exiting Facility Group has been
repaid in full.



     “Expected Interest Collections” means, for any calendar month, the sum of (i) the amount of
interest due or accrued with respect to the Trust Student Loans and payable by the related Obligors
thereon during such calendar month (whether or not such interest is actually paid), (ii) all
Interest Subsidy Payments and Special Allowance Payments estimated to have accrued with respect to
the Trust Student Loans during such calendar month whether or not actually received and (iii)
investment earnings on the Trust Accounts for such calendar month.



     “Facility Group” means a Managing Agent and its related Conduit Lenders, Alternate Lenders,
LIBOR Lenders and Program Support Providers, as applicable.



     “Fair Market Auction” means a commercially reasonable sale of Trust Student Loans pursuant to
an arm’s-length auction process with respect to which (a) bids have been solicited from two or more
potential bidders including at least two bidders that are not Affiliates of SLM Corporation, (b) at
least one bid is received from a bidder that is not an Affiliate of SLM Corporation and (c) if an
Affiliate of SLM Corporation submits the winning bid, such bid is in an amount reasonably equal to
the fair market value of the Trust Student Loans being sold.



     “Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged by federal funds
brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided, that (a) if such day is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day
as so published on the next succeeding Business Day, and (b) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate
(adjusted, if necessary, to the nearest 1/100 of 1%) charged to the Administrative Agent on such
day on such transactions as determined by it.



     “Federal Reimbursement Contracts” means any agreement between any Guarantor and the Department
of Education providing for the payment by the Department of Education of amounts authorized to be
paid pursuant to the Higher Education Act, including but not necessarily limited to reimbursement
of amounts paid or payable upon defaulted student loans Guaranteed by such Guarantor to holders of
qualifying student loans Guaranteed by any Guarantor.



     “Fee Letters” means the Administrative Agent and Syndication Agent Fee Letter, the Lenders Fee
Letter and the Valuation Agent Fee Letter.



22









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “FFELP Loan” means a Consolidation Loan, a PLUS Loan, an SLS Loan or a Stafford Loan.



     “FFELP Loan Facilities” means the FFELP student loan conduit securitization facilities
established pursuant to (i) this Agreement; (ii) that certain Amended and Restated Note Purchase
and Security Agreement, dated as of the A&R Closing Date, among Town Center Funding I, the
arrangers party thereto, the conduit lenders party thereto, the alternate lenders party thereto,
the LIBOR lenders party thereto, Bank of America, N.A., as administrative agent, the managing
agents party thereto, The Bank of New York Mellon Trust Company, National Association (formerly
known as The Bank of New York Trust Company, N.A.), as eligible lender trustee, JPMorgan Chase
Bank, N.A., as syndication agent, and Sallie Mae, Inc., as administrator; and (iii) that certain
Amended and Restated Note Purchase and Security Agreement, dated as of the A&R Closing Date, among
Town Hall Funding I, the arrangers party thereto, the conduit lenders party thereto, the alternate
lenders party thereto, the LIBOR lenders party thereto, Bank of America, N.A., as administrative
agent, the managing agents party thereto, The Bank of New York Mellon Trust Company, National
Association (formerly known as The Bank of New York Trust Company, N.A.), as eligible lender
trustee, JPMorgan Chase Bank, N.A., as syndication agent, and Sallie Mae, Inc., as administrator.



     “FFELP Program” means the Federal Family Education Loan Program authorized under the Higher
Education Act, including Stafford Loans, SLS Loans, PLUS Loans and Consolidation Loans.



     “Financing Costs” means an amount equal to the sum (without duplication) of (i) the accrued
Yield applicable to the Class A Notes for the preceding Yield Period; (ii) the Non-Use Fee
applicable to the Class A Notes for the preceding Settlement Period; (iii) any past due Yield
payable on the Class A Notes; (iv) any past due Non-Use Fees applicable to the Class A Notes; (v)
interest on any related loans or other disbursements payable by the Lenders as a result of
unreimbursed draws on or under a Program Support Agreement supporting the purchase of the Class A
Notes; and (vi) increased costs of the Affected Parties resulting from Yield Protection, if any.



     “Fitch” means Fitch, Inc. (or its successors in interest).



     “Floor Income Rebate Account” means the special account created pursuant to Section
2.04(c).



     “Floor Income Rebate Fee” means the quarterly rebate fee payable to the Department of
Education on Trust Student Loans originated on or after April 1, 2006 for which interest payable by
the related Obligors for such quarter exceeds the Interest Subsidy Payments or Special Allowance
Payments applicable to such Trust Student Loans for such quarter.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding, or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its activities.



23









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “GAAP” means generally accepted accounting principles as in effect from time to time in the
United States that are applicable to the circumstances as of the date of determination and applied
on a consistent basis.



     “GLB Regulations” means the Joint Banking Agencies’ Privacy of Consumer Financial Information,
Final Rule (12 CFR Parts 40, 216, 332 and 573) or the Federal Trade Commission’s Privacy of
Consumer Financial Information, Final Rule (16 CFR Part 313), as applicable, implementing Title V
of the Gramm-Leach-Bliley Act, Public Law 106-102, as amended.



     “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any
body or entity exercising executive, legislative, judicial, regulatory or administrative functions
or pertaining to government, including without limitation any court, and any Person owned or
controlled, through stock or capital ownership or otherwise, by any of the foregoing.



     “Government Facility” has the meaning assigned to such term in Section 6.30.



     “Grant” or “Granted” means to pledge, create and grant a security interest in and with regard
to property. A Grant of Trust Student Loans, other assets or of any other agreement includes all
rights, powers and options (but none of the obligations) of the granting party thereunder.



     “Guarantee” or “Guaranteed” means, with respect to a Student Loan, the insurance or guarantee
by the applicable Guarantor, in accordance with the terms and conditions of the applicable
Guarantee Agreement, of some or all of the principal of and accrued interest on such Student Loan
and the coverage of such Student Loan by the Federal Reimbursement Contracts providing, among other
things, for reimbursement to such Guarantor for losses incurred by it on defaulted Student Loans
insured or guaranteed by such Guarantor.



     “Guarantee Agreements” means the Federal Reimbursement Contracts, the Eligible Lender Trustee
Guarantee Agreements and any other guarantee or agreement issued by a Guarantor to the Eligible
Lender Trustee, which pertain to Student Loans, providing for the payment by the Guarantor of
amounts authorized to be paid pursuant to the Higher Education Act to holders of qualifying Student
Loans guaranteed in accordance with the Higher Education Act by such Guarantor.



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



     “Guarantee Percentage” means, with respect to a Student Loan, the percentage of principal of
and accrued interest on such Student Loan that is Guaranteed under the applicable Guarantee
Agreement.



     “Guarantor” means any entity listed on Exhibit B to this Agreement authorized to
guarantee Student Loans under the Higher Education Act and with which the Eligible Lender Trustee
maintains in effect a Guarantee Agreement.



24









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Guaranty and Pledge Agreement” means the Guaranty and Pledge Agreement, dated as of the
Original Closing Date between the Depositor and the Administrative Agent.



     “Higher Education Act” means the Higher Education Act of 1965, as amended or supplemented from
time to time, and all regulations and guidelines promulgated thereunder.



     “Holding Account Lender” means (i) any Non-Rated Lender and (ii) any other Lender that has
elected at its option to make a Lender Holding Deposit.



     “Indemnified Party” has the meaning assigned to such term in Section 8.01(a).



     “Indemnity Agreement” means the Indemnity Agreement entered into by SLM Corporation, the Trust
and the Administrative Agent dated as of the Original Closing Date.



     “Initial Cutoff Date” means the date set forth as such in the initial Advance Request
delivered under the Initial Note Purchase Agreement.



     “Initial Pool” means the pool of Trust Student Loans as of the A&R Closing Date.



     “Intangible Assets” means the amount (to the extent reflected in determining such consolidated
stockholders’ equity) of all unamortized debt discount and expense, unamortized deferred charges
(which for purposes of this definition do not include deferred taxes or premiums paid in connection
with the purchase of student loans), goodwill, patents, trademarks, service marks, trade names,
anticipated future benefit of tax loss carry-forwards, copyrights, organization or developmental
expenses and other intangible assets.



     “Interest Accrual Period” means, each period from a Settlement Date until the immediately
succeeding Settlement Date, provided that the initial Interest Accrual Period shall be the period
from the Original Closing Date until the first Settlement Date.



     “Interest Coverage Ratio” means, for any four consecutive fiscal quarter period, the ratio of
Adjusted Cash Income for such period to Interest Expense for such period.



     “Interest Expense” means, for any period, the aggregate amount which would fairly be presented
in the consolidated income statement of SLM Corporation and its consolidated subsidiaries for such
period (subject to normal year-end adjustments) prepared in accordance with GAAP as “total interest
expense.”



     “Interest Subsidy Payments” means the interest subsidy payments on certain Trust Student Loans
authorized to be made by the Department of Education pursuant to Section 428 of the Higher
Education Act or similar payments authorized by federal law or regulations.



     “Interim Eligible Lender Trustee” means The Bank of New York Mellon Trust Company, National
Association (formerly known as The Bank of New York Trust Company, N.A.), a national banking
association, not in its individual capacity but solely as eligible lender trustee for the Depositor
under the Depositor Interim Trust Agreement, for the Master Depositor under the Master Depositor
Interim Trust Agreement, or for the applicable Sellers under the



25









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Seller Interim Trust Agreements, as applicable, and its successor or successors and any other
corporation which may at any time be substituted in its place.



     “Interim Trust Agreements” means collectively, the Seller Interim Trust Agreements, the Master
Depositor Interim Trust Agreement and the Depositor Interim Trust Agreement.



     “Investment Deficit” has the meaning assigned to such term in Section 2.01(d).



     “Investment Company Act” means the Investment Company Act of 1940, as amended.



     “Lead Arrangers” means Banc of America Securities LLC and J.P. Morgan Securities Inc.



     “Legal Final Maturity Date” means the date occurring on the 40th anniversary of the
termination of the Revolving Period.



     “Lender Guarantor” means any Person which has provided in favor of the Administrative Agent an
irrevocable guaranty or provided an irrevocable letter of credit, to secure the obligations of a
Non-Rated Lender to fund a Capitalized Interest Advance.



     “Lender Holding Account” has the meaning assigned to such term in Section 2.23(a).



     “Lender Holding Deposit” has the meaning assigned to such term in Section 2.23(a).



     “Lenders” means, collectively, the Conduit Lenders, the Alternate Lenders and the LIBOR
Lenders.



     “Lenders Fee Letter” means the Amended and Restated Fee Letter, dated as of the A&R Closing
Date, among the Trust and the Managing Agents from time to time party thereto.



     “Liabilities” means the sum of the Trust’s obligations with respect to (a) the Aggregate Note
Balance, (b) all accrued and unpaid Financing Costs applicable thereto to the extent not included
in the Aggregate Note Balance, (c) any accrued and unpaid fees, including Servicing Fees, Eligible
Lender Trustee Fees and any other fees or payment obligations (other than borrower benefits to the
extent the associated reduction in yield has been prefunded in the Borrower Benefit Account)
payable by the Trust pursuant to the Transaction Documents, (d) any outstanding Servicer Advances,
(e) amounts due and unpaid under the Revolving Credit Agreement, (f) all amounts payable by the
Trust with respect to the Trust Student Loans to the Department or any Guarantor then due and
owing, regardless of whether such amounts may be netted or deducted from payments to be received
from the Department or such Guarantor (other than any such amount payable from or with respect to
which the Trust will be reimbursed from the Floor Income Rebate Account) and (g) any other accrued
and unpaid Obligations.



     “LIBOR Advance” means an Advance funded with reference to the LIBOR Rate.



     “LIBOR Base Rate” means:



     (i) for any Tranche Period for any Alternate Lender or Conduit Lender:



26









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




     (a) the rate per annum (carried out to the fifth decimal place) equal to the rate
determined by the applicable Managing Agent to be the offered rate that appears on the page
of the Reuters Screen that displays an average British Bankers Association Interest
Settlement Rate (such page currently being LIBOR01) for deposits in United States dollars
(for delivery on the first day of such period) with a term equivalent to such period,
determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such period;




     (b) in the event the rate referenced in the preceding subsection (a) does not appear on
such page or service or such page or service shall cease to be available, the rate per annum
(carried to the fifth decimal place) equal to the rate determined by the applicable Managing
Agent to be the offered rate on such other page or other service that displays an average
British Bankers Association Interest Settlement Rate for deposits in United States dollars
(for delivery on the first day of such period) with a term equivalent to such period,
determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such period; or




     (c) in the event the rates referenced in the preceding subsections (a) and (b) are not
available, the rate per annum determined by the applicable Managing Agent as the rate of
interest at which Dollar deposits (for delivery on the first day of such period) in same day
funds in the approximate amount of the applicable investment to be funded by reference to
the LIBOR Rate and with a term equivalent to such period would be offered by its London
Branch to major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the first day of such
period; and



     (ii) for any day during an Interest Accrual Period for any LIBOR Lender:




     (a) the rate per annum (carried out to the fifth decimal place) equal to the rate
determined by the Administrative Agent to be the offered rate that appears on the page of
the Reuters Screen on such day that displays an average British Bankers Association Interest
Settlement Rate (such page currently being LIBOR01) for deposits in United States dollars
(for delivery on a date two Business Days later) with a term equivalent to one month;




     (b) in the event the rate referenced in the preceding subsection (a) does not appear on
such page or service or such page or service shall cease to be available, the rate per annum
(carried to the fifth decimal place) equal to the rate determined by the Administrative
Agent to be the offered rate on such day on such other page or other service that displays
an average British Bankers Association Interest Settlement Rate for deposits in United
States dollars (for delivery on a date two Business Days later) with a term equivalent to
one month; or




     (c) in the event the rates referenced in the preceding subsections (a) and (b) are not
available, the rate per annum determined by the Administrative Agent on such day as the rate
of interest at which Dollar deposits (for delivery on a date two Business days later than
such day) in same day funds in the approximate amount of the applicable



27









 







[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





investment to be funded by reference to the LIBOR Rate and with a term equivalent to
one month would be offered by its London Branch to major banks in the London interbank
eurodollar market at their request.



     “LIBOR Lender” means any Person identified as a LIBOR Lender on Exhibit A attached
hereto, as such Exhibit may be amended, restated or otherwise revised from time to time, and any
successors or assigns (subject to Section 10.04).



     “LIBOR Rate” for any Tranche Period (when used with respect to any Alternate Lender) or for
any day during an Interest Accrual Period (when used with respect to any LIBOR Lender), means a
rate per annum determined by the Administrative Agent pursuant to the following formula:








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



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



     “Lockbox Bank” means a bank that maintains a lockbox into which a Subservicer, or the Obligors
of the Trust Student Loans serviced by such Subservicer, deposit Collections.



     “Lockbox Bank Fees” means fees, reasonable expenses and charges of a Lockbox Bank as may be
agreed to in writing by the Administrator and the Lockbox Bank.



     “Managing Agent” means each of the agents identified as a Managing Agent on Exhibit A
attached hereto as such Exhibit may be amended, restated or otherwise revised from time to time,
acting on behalf of its related LIBOR Lenders and its related Conduit Lenders, Alternate Lenders
and Program Support Providers under this Agreement, as applicable, and any of its successors or
assigns (subject to Section 10.04).



     “Master Depositor” means Churchill Funding LLC, a Delaware limited liability company.



     “Master Depositor Interim Trust Agreement” means the interim trust agreement, dated as of the
Original Closing Date, between the Master Depositor and the Interim Eligible Lender Trustee.



28









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Master Servicer” means Sallie Mae, Inc., a Delaware corporation, and its successors and
permitted assigns.



     “Material Adverse Effect” means a material adverse effect on:




     (a) with respect to the Trust, the status, existence, perfection, priority or
enforceability of the Administrative Agent’s interest in the Pledged Collateral or the
ability of the Trust to perform its obligations under this Agreement or any other
Transaction Document or the ability to collect on a material portion of the Pledged
Collateral; or




     (b) with respect to any other Person, the ability of the applicable Person to perform
its obligations under this Agreement or any other Transaction Document.



     “Material Subservicer” means any Subservicer responsible for servicing more than 15% of the
Trust Student Loans by aggregate Principal Balance.



     “Maximum Advance Amount” means, for any Advance Date:



     (a) with respect to a Purchase Price Advance, an amount equal to the lesser of (i) the Maximum
Financing Amount minus the sum of (A) the Capitalized Interest Account Unfunded Balance and (B) the
Aggregate Note Balance and (ii) the aggregate Collateral Value of the Eligible FFELP Loans being
acquired;



     (b) with respect to an Excess Collateral Advance, an amount equal to the Maximum Financing
Amount minus the sum of (A) the Capitalized Interest Account Unfunded Balance and (B) the Aggregate
Note Balance (after giving effect to any Purchase Price Advance to be made on such Advance Date);
and



     (c) with respect to a Capitalized Interest Advance, an amount equal to the lesser of (i) the
Maximum Financing Amount plus the Step-Down Deficiency (if any) minus the Aggregate Note Balance
and (ii) the amount necessary to cause the amount on deposit in the Capitalized Interest Account to
equal the Required Capitalized Interest Account Balance.



     “Maximum Financing Amount” means, at any time, $7,250,000,000, as such amount may be adjusted
from time to time pursuant to Sections 2.03 and 2.21.



     “Minimum Asset Coverage Requirement” means an Asset Coverage Ratio of greater than or equal to
100%.



     “MNPI” has the meaning assigned to such term in Section 10.02(b).



     “Monthly Administrative Agent’s Report” means the report to be delivered by the Administrative
Agent pursuant to Section 2.05(a).



     “Monthly Rebate Fee” means the monthly rebate fee payable to the Department of Education on
the Trust Student Loans which are Consolidation Loans.



29









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Monthly Report” means a report, in substantially the form of Exhibit C hereto,
prepared by the Administrator and furnished to the Administrative Agent.



     “Moody’s” means Moody’s Investors Service, Inc. (or its successors in interest).



     “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA
which is or was at any time during the current year or the immediately preceding six years
contributed to by the Trust or any ERISA Affiliate.



     “Mustang Funding I Facility” means the financing facility established pursuant to that certain
Participation Purchase and Security Agreement, dated as of April 30, 2007, among Mustang Funding I,
LLC, the conduit purchasers party thereto, the alternate purchasers party thereto, Bank of America,
N.A., as administrative agent, the managing agents party thereto, Chase Bank USA, National
Association, as eligible lender trustee and Sallie Mae, Inc., as administrator.



     “Mustang Funding II Facility” means the financing facility established pursuant to that
certain Participation Purchase and Security Agreement, dated as of April 30, 2007, among Mustang
Funding II, LLC, the conduit purchasers party thereto, the alternate purchasers party thereto, Bank
of America, N.A., as administrative agent, the managing agents party thereto, Chase Bank USA,
National Association, as eligible lender trustee and Sallie Mae, Inc., as administrator.



     “Net Adjusted Revenue” means, for any period, Adjusted Revenue for such period less Interest
Expense and Operating Expenses for such period.



     “New York UCC” means the New York Uniform Commercial Code as in effect from time to time.



     “Non-Defaulting Lender” has the meaning assigned to such term in Section 2.01(d).



     “Non-Rated Lender” means any Alternate Lender, LIBOR Lender or Committed Conduit Lender which
does not satisfy any of the following: (i) has a short-term unsecured indebtedness rating of at
least “A-1” by S&P and “P-1” by Moody’s, (ii) has a Lender Guarantor which has a short-term
unsecured indebtedness rating of at least “A-1” by S&P and “P-1” by Moody’s or (iii) has a
Qualified Program Support Provider.



     “Non-Renewing Facility Group” means a Facility Group that has determined not to extend the
Scheduled Maturity Date in accordance with Section 2.16.



     “Non-U.S. Lender” has the meaning assigned to such term in Section 2.20(d).



     “Non-Use Fee” means, with respect to each Facility Group, a non-use fee, payable monthly by
the Trust to the Managing Agent for such Facility Group as set forth in the Lenders Fee Letter.



30









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Note” (i) when used with respect to any time prior to the A&R Closing Date, has the meaning
in the Initial Note Purchase Agreement and (ii) with respect to any other time, means a Class A
Note issued by the Trust hereunder to a Registered Owner.



     “Note Account” has the meaning specified in Section 2.11.



     “Note Purchase” means the purchase of Class A Notes under this Agreement.



     “Note Purchasers” means the Lenders and, if applicable, their respective Program Support
Providers, and their respective successors and assigns (subject to Section 10.04). Each
Facility Group shall purchase its Class A Notes and otherwise act through its Managing Agent.



     “Note Register” has the meaning assigned to such term in Section 3.05(a).



     “Note Registrar” has the meaning assigned to such term in Section 3.05(a).



     “Notice of Release” has the meaning assigned to such term in Section 2.18(b)(iii).



     “Obligations” means all present and future indebtedness and other liabilities and obligations
(howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or
due or to become due) of the Trust to the Secured Creditors, arising under or in connection with
this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby
and shall include, without limitation, all liability for principal of and Financing Costs on the
Class A Notes, closing fees, unused line fees, audit fees, Administrative Agent Fees, Syndication
Agent Fees, Co-Valuation Agents Fees, expense reimbursements, indemnifications, and other amounts
due or to become due under the Transaction Documents, including, without limitation, interest, fees
and other obligations that accrue after the commencement of an insolvency proceeding (in each case
whether or not allowed as a claim in such insolvency proceeding).



     “Obligor” means the borrower or co-borrower or any other Person obligated to make payments
with respect to a Student Loan.



     “Officer’s Certificate” means a certificate signed and delivered by an Authorized Officer.



     “Official Body” means any government or political subdivision or any agency, authority,
bureau, central bank, commission, department or instrumentality of any such government or political
subdivision, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority
(whether or not a part of government) which is responsible for the establishment or interpretation
of national or international accounting principles, in each case whether foreign or domestic.



     “Omnibus Waiver and Consent” means that certain Omnibus Waiver and Consent dated as of the
Original Closing Date given by SLM Education Credit Finance Corporation and SLM Corporation.



31









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Ongoing Seller” means any of the Sellers other than Mustang Funding I, LLC and Mustang
Funding II, LLC.



     “Operating Expenses” means, for any period, the aggregate amount which would fairly be
presented in the consolidated income statement of SLM Corporation and its consolidated subsidiaries
for such period (subject to normal year-end adjustments) prepared in accordance with GAAP as “total
operating expenses.”



     “Opinion of Counsel” means an opinion in writing of outside legal counsel, who may be counsel
or special counsel to the Trust, any Affiliate of the Trust, the Eligible Lender Trustee, the
Administrator, the Administrative Agent, the Syndication Agent, any Managing Agent or any Lender.



     “Original Closing Date” means February 29, 2008.



     “Other Applicable Taxes” has the meaning assigned to such term in Section 2.13.



     “Other Taxes” has the meaning assigned to such term in Section 2.20(a).



     “Outstanding” means, when used with respect to Class A Notes, as of the date of determination,
all Class A Notes theretofore authenticated and delivered under this Agreement except,




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




     (b) Class A Notes for whose payment or repayment money in the necessary amount and
currency and in immediately available funds has been theretofore deposited with the
Administrative Agent for the Registered Owners of such Class A Notes; and




     (c) Class A Notes which have been exchanged for other Class A Notes, or in lieu of
which other Class A Notes have been delivered, pursuant to this Agreement.



     “Participant” has the meaning assigned to such term in Section 10.04(m).



     “Patriot Act” has the meaning assigned to such term in Section 10.18.



     “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of
Title IV of ERISA (or any successor).



     “Permitted Excess Collateral Release” means a release of Pledged Collateral to the holder of
the Excess Distribution Certificate pursuant to Section 2.18(d); provided that so
long as the Depositor or any Affiliate of the Depositor is the holder of the Excess Distribution
Certificate, the Depositor or such Affiliate, as applicable, to the extent it transfers the Student
Loans received in connection with such release, does so only in a manner providing for (i) a
transfer of loans consistent with those set forth in the definition of Permitted Release under
clauses (a), (b), (c), (d), (e), (f) or (h) (but excluding any specific requirements set forth in



32









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]


Section 2.18(b) or (c)) or (ii) a transfer to a special purpose entity which
is not inconsistent with the factual assumptions set forth in the opinion letters referred to in
Section 5.02(h).




     “Permitted Lockbox” means a lockbox arrangement between a Subservicer and a Lockbox Bank
approved by the Administrative Agent, with respect to which Collections from Obligors whose Student
Loans are serviced by such Subservicer are sent to the related lockboxes and are forwarded by the
applicable Lockbox Bank to the Collection Account within two Business Days after receipt of good
funds.



     “Permitted Release” means a release of Pledged Collateral in connection with (a) a Take Out
Securitization, (b) a Whole Loan Sale, (c) a Fair Market Auction, (d) a Permitted SPE Transfer, (e)
a Permitted Seller Buy-Back, (f) a Servicer Buy-Out, (g) a Permitted Excess Collateral Release or
(h) any other transfer of Pledged Collateral with respect to which the Administrative Agent has
received a Required Legal Opinion.



     “Permitted Seller Buy-Back” means an arm’s length transfer of Pledged Collateral by the Trust
to the Depositor and subsequently by the Depositor to the applicable Seller, so long as the
aggregate principal amount of all such Permitted Seller Buy-Backs since the Original Closing Date
does not exceed ten percent of the lesser of (i) the highest Aggregate Note Balance outstanding at
any time under this Agreement and (ii) the aggregate original principal amount of all Student Loans
sold, directly or indirectly to the Trust by SLM Education Credit Finance Corporation, including
any Student Loans deemed to have been sold by SLM Education Credit Finance Corporation, in its
capacity as the assignee of the Student Loan Marketing Association.



     “Permitted SPE Sale Agreement” means (i) the Sale Agreement Master Securitization Terms Number
1000, dated as of the A&R Closing Date, among the Depositor, as seller, VL Funding LLC, as
purchaser, the Master Servicer, the Eligible Lender Trustee and The Bank of New York Mellon Trust
Company, National Association, as Purchaser Eligible Lender Trustee and (ii) any other sale
agreement among the Depositor, as seller, a Permitted SPE Transferee, as purchaser, the Master
Servicer, the Eligible Lender Trustee and The Bank of New York Mellon Trust Company, National
Association, as Purchaser Eligible Lender Trustee.



     “Permitted SPE Transfer” means an arm’s length transfer of Pledged Collateral by the Trust to
the Depositor and subsequently by the Depositor to a Permitted SPE Transferee pursuant to a
Permitted SPE Sale Agreement.



     “Permitted SPE Transferee” means a special purpose entity established by SLM Corporation or
SLM Education Credit Finance Corporation, which is not a Seller (other than VL Funding LLC), for
which the Administrative Agent has received an Opinion of Counsel reasonably satisfactory to it as
to the non-consolidation of such special purpose entity with SLM Corporation , Sallie Mae, Inc.,
the Sellers, the Master Depositor, the Depositor, the Related SPE Sellers and the trusts under each
other FFELP Loan Facility.



     “Person” means an individual, partnership, corporation (including a statutory trust), limited
liability company, joint stock company, trust, unincorporated association, joint venture,
government (or any agency or political subdivision thereof) or other entity.



33









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Phoenix Fundings Facility” means the financing facility for student loans established
pursuant to that certain Note Purchase and Security Agreement, dated as of February 29, 2008, among
Phoenix Fundings I, UBS Securities LLC, as administrative agent, The Bank of New York Mellon Trust
Company, National Association (formerly known as The Bank of New York Trust Company, N.A.), as
eligible lender trustee, Deutsche Bank Trust Company Americas, as paying agent and securities
intermediary, Sallie Mae, Inc., as administrator and UBS Real Estate Securities Inc., as note
purchaser.



     “Platform” has the meaning assigned to such term in Section 10.02(b).



     “Pledged Collateral” has the meaning specified in Section 2.10.



     “PLUS Loan” means a student loan originated under the authority set forth in Section 428A or B
(or a predecessor section thereto) of the Higher Education Act and shall include student loans
designated as “PLUS Loans” or “Grad PLUS Loans,” as defined under the Higher Education Act.



     “Potential Amortization Event” means an event which but for the lapse of time or the giving of
notice, or both, would constitute an Amortization Event.



     “Potential Termination Event” means an event which but for the lapse of time or the giving of
notice, or both, would constitute a Termination Event.



     “Power of Attorney” means that certain Power of Attorney of the Trust dated as of the Original
Closing Date, appointing Bank of America, N.A., as Administrative Agent, as the Trust’s
attorney-in-fact.



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



     “Prime Rate” means, for any day, a fluctuating rate per annum equal to the rate of interest in
effect for such day as publicly announced from time to time by the Administrative Agent as its
“prime rate.” The “prime rate” is a rate set by the Administrative Agent based upon various
factors including the Administrative Agent’s costs and desired return, general economic conditions
and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in the prime rate announced by the Administrative
Agent shall take effect at the opening of business on the day specified in the public announcement
of such change.



     “Principal Balance” means, with respect to any Student Loan and any specified date, the
outstanding principal amount of such Student Loan, plus accrued and unpaid interest thereon to be
capitalized.



     “Principal Distribution Amount” means, with respect to any Settlement Date, (i) during the
Revolving Period so long as no Termination Event has occurred and is continuing, the excess, if
any, of (a) the Aggregate Note Balance as of the end of the related Settlement Period over (b) the
lesser of the (x) the Adjusted Pool Balance and (y) the Maximum Financing Amount



34









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]


minus the Capitalized Interest Account Unfunded Balance, as of the end of the related
Settlement Period, and (ii) after the Revolving Period or after the occurrence and during the
continuance of a Termination Event, the Aggregate Note Balance.




     “Private Credit Loan Facility” means the financing facility for private credit student loans
established pursuant to that certain Note Purchase and Security Agreement, dated as of the Original
Closing Date, among Rendezvous Funding I, the conduit lenders party thereto, the alternate lenders
party thereto, the LIBOR lenders party thereto, Bank of America, N.A., as administrative agent, the
managing agents party thereto, the arrangers party thereto, The Bank of New York Mellon Trust
Company, National Association (formerly known as The Bank of New York Trust Company, N.A.), as
eligible lender trustee, JPMorgan Chase Bank, N.A., as syndication agent, and Sallie Mae, Inc., as
administrator.



     “Pro Rata Share” means (a) with respect to any particular Facility Group, a fraction
(expressed as a percentage) the numerator of which is the aggregate Commitment of such Facility
Group and the denominator of which is the Maximum Financing Amount; (b) with respect to any Lender
within a Facility Group, the percentage of such Facility Group’s Pro Rata Share allocated to such
Lender by its Managing Agent; and (c) with respect to any repayment of Class A Notes with respect
to any Lender, a fraction (expressed as a percentage) the numerator of which is the Aggregate Note
Balance attributable to such Lender, and the denominator of which is the Aggregate Note Balance;
provided, that for so long as any Lender is a Defaulting Lender, the Aggregate Note Balance
attributable to such Lender shall be disregarded for purposes of determining such calculation and
its Pro Rata Share under this clause (c) shall be deemed to be zero.



     “Program Support Agreement” means, with respect to any Conduit Lender, any liquidity agreement
or any other agreement entered into by any Program Support Provider providing for the issuance of
one or more letters of credit for the account of such Conduit Lender (or any related commercial
paper issuer that finances such Conduit Lender), the issuance of one or more surety bonds for which
such Conduit Lender or such related issuer is obligated to reimburse the applicable Program Support
Provider for any drawings thereunder, the sale by the Conduit Lender or such related issuer to any
Program Support Provider of any interest in a Note (or portions thereof or participations therein)
and/or the making of loans and/or other extensions of liquidity or credit to the Conduit Lender or
such related issuer in connection with its commercial paper program, together with any letter of
credit, surety bond or other instrument issued thereunder.



     “Program Support Provider” means and includes any Person now or hereafter extending liquidity
or credit or having a commitment to extend liquidity or credit to or for the account of, or to make
purchases from, a Conduit Lender (or any related commercial paper issuer that finances such Conduit
Lender) in support of commercial paper issued, directly or indirectly, by such Conduit Lender in
order to fund Advances made by such Conduit Lender hereunder or issuing a letter of credit, surety
bond or other instrument to support any obligations arising under or in connection with such
Conduit Lender’s or such related issuer’s commercial paper program, but only to the extent that
such letter of credit, surety bond, or other instrument supported either CP issued to make Advances
and purchase the Class A Notes hereunder or was dedicated to that



35









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Program Support Provider’s support of the Conduit Lender as a whole rather than one particular
issuer (other than the Trust) within such Conduit Lender’s commercial paper program.



     “Program Support Termination Event” means the earliest to occur of the following: (a) any
Program Support Provider related to a Conduit Lender has its rating lowered below “A-1” by S&P,
“P-1” by Moody’s or “F1” by Fitch (if rated by Fitch), unless a replacement Program Support
Provider having ratings of at least “A-1” by S&P, “P-1” by Moody’s and “F1” by Fitch (if rated by
Fitch) is substituted within 30 days of such downgrade or alternative arrangements are then in
place that are sufficient to continue to enable such Rating Agency to rate the affected CP at least
“A-1” by S&P, “P-1” by Moody’s and “F1” by Fitch (if rated by Fitch); (b) any Program Support
Provider shall fail to honor any of its payment obligations under its Program Support Agreement
unless alternative arrangements are then in place that are sufficient to continue to enable such
Rating Agency to rate the affected CP at least “A-1” by S&P, “P-1” by Moody’s and “F1” by Fitch
(if rated by Fitch); (c) a Program Support Agreement shall cease for any reason to be in full force
and effect or be declared null and void; or (d) the final maturity date of such Program Support
Agreement (unless such final maturity date is extended pursuant to the Program Support Agreement).



     “Proprietary Institution” means a for-profit vocational school.



     “Proprietary Loan” means a loan made to or for the benefit of a student attending a
Proprietary Institution; provided, however, that if a Student Loan that was
initially a Proprietary Loan is consolidated, that Student Loan shall no longer be a Proprietary
Loan.



     “Public Lender” has the meaning assigned to such term in Section 10.02(b).



     “Purchase Agreement” means each Purchase Agreement, dated as of the Original Closing Date,
between a Seller (other than a Related SPE Seller), the Interim Eligible Lender Trustee, if
applicable, Sallie Mae, Inc., as master servicer, and the Master Depositor under which such Seller
may from time to time sell, on a true sale basis, certain Eligible FFELP Loans to the Master
Depositor, together with all purchase agreements, blanket endorsements and bills of sale executed
pursuant thereto.



     “Purchase Price Advance” means an Advance made to fund the purchase by the Trust of Eligible
FFELP Loans.



     “Qualified Institution” means the Administrative Agent or, with the written consent of the
Administrative Agent and the Trust (or the Administrator on behalf of the Trust), any bank or trust
company which has (a) a long-term unsecured debt rating of at least “A2” by Moody’s and at least
“A” by S&P and (b) a short-term rating of at least “P-1” by Moody’s and at least “A-1” by S&P.



     “Qualified Program Support Provider” mean, with respect to a Committed Conduit Lender, any
Program Support Provider to such Conduit Lender which has a Program Support Agreement in a form
acceptable to the Rating Agencies and has a short-term unsecured indebtedness rating of at least
“A-1” by S&P and “P-1” by Moody’s.



     “Rating Agencies” means Moody’s, S&P and, if applicable, Fitch.



36









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Rating Agency Condition” means, with respect to a particular amendment to or change in the
Transaction Documents, that each Rating Agency rating the CP of any Conduit Lender shall, if
required pursuant to such Conduit Lender’s program documents or by the related Managing Agent, have
provided a statement in writing that such amendment or change will not result in a withdrawal or
reduction of the ratings of such CP, and that each Rating Agency rating the Class A Notes shall
have provided a statement in writing that such amendment or change will not result in a withdrawal
or reduction of the ratings of such Class A Notes.



     “Reaffirmation” means the Reaffirmation dated as of the A&R Closing Date executed by each of
the Transaction Parties, the Eligible Lender Trustee and the Interim Eligible Lender Trustee in
favor of the Secured Creditors.



     “Records” means all documents, books, records, Student Loan Notes and other information
(including without limitation, computer programs, tapes, disks, punch cards, data processing
software and related property and rights) maintained with respect to Trust Student Loans or
otherwise in respect of the Pledged Collateral.



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



     “Register” means that register maintained by the Administrative Agent, pursuant to Section
10.04(j), on which it will record the Lenders’ rights hereunder, and each assignment and
acceptance and participation.



     “Registered Owner” means the Person in whose name a Note is registered in the Note Register.
The Managing Agents shall be the initial Registered Owners.



     “Regulatory Change” means, relative to any Affected Party:




     (a) after the date of this Agreement, any change in or the adoption or implementation
of, any new (or any new interpretation or administration of any existing):




     (i) United States federal or state law or foreign law applicable to such
Affected Party;




     (ii) regulation, interpretation, directive, requirement, guideline or request
(whether or not having the force of law) applicable to such Affected Party of (A)
any court or Governmental Authority charged with the interpretation or
administration of any law referred to in clause (a)(i) above or (B) any fiscal,
monetary or other authority having jurisdiction over such Affected Party; or




     (iii) generally accepted accounting principles or regulatory accounting
principles applicable to such Affected Party and affecting the application to such
Affected Party of any law, regulation, interpretation, directive, requirement,
guideline or request referred to in clause (a)(i) or (a)(ii) above; or



37









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




     (b) any change after the date of this Agreement in the application to such Affected
Party (or any implementation by such Affected Party) of any existing law, regulation,
interpretation, directive, requirement, guideline or request referred to in clause (a)(i),
(a)(ii) or (a)(iii) above.



     “Related LIBOR Rate” means, with respect to any CP Advance and any Yield Period, the LIBOR
Base Rate that would be applicable under clause (ii) of the definition thereof to a LIBOR Advance
with an Interest Accrual Period corresponding to the related Settlement Period, provided that if
any Conduit Lender calculates its CP Rate based on match-funding rather than pool funding, the
Related LIBOR Rate for such Conduit Lender shall be calculated based on an interest rate equal to
the weighted average of the LIBOR Base Rate under clause (ii) of the definition thereof as
calculated on each date during which CP is issued to fund or maintain the CP Advances during the
related Settlement Period and as reported to the Administrative Agent by the applicable Managing
Agent under Section 2.27.



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



     “Related SPE Sellers” means Town Hall Funding LLC and Town Center Funding LLC, each a Delaware
limited liability company.



     “Related SPE Trusts” means Town Hall Funding I and Town Center Funding I, each a Delaware
statutory trust.



     “Release Reconciliation Statement” has the meaning assigned to such term in Section
2.18.



     “Released Collateral” means any Pledged Collateral released pursuant to Section 2.18.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA.



     “Reported Liabilities” means, as of any date, the Liabilities of the Trust (less amounts then
outstanding under the Revolving Credit Agreement) reported to the Trust (or to the Administrator on
behalf of the Trust) as set forth in the most recent Monthly Report and as adjusted for any
Advances made since the date of such Monthly Report or with respect to which the Trust (or the
Administrator on behalf of the Trust) has actual knowledge.



     “Reporting Date” means the twenty-second (22nd) day of each calendar month,
beginning April 22, 2008 or, if such day is not a Business Day, the immediately preceding Business
Day.



     “Requested Advance Amount” means the amount of the Advance that is requested by the Trust.



     “Required Capitalized Interest Account Balance” means (i) at any time that no Capitalized
Interest Account Funding Event has occurred and is continuing, $0, (ii) after the occurrence and
during the continuation of a Capitalized Interest Account Funding Event, the



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Capitalized Interest Account Specified Balance, and (iii) at any time a Non-Renewing Facility
Group is required to make a Capitalized Interest Advance pursuant to Section 2.21(b), the
amount of such Capitalized Interest Advance.



     “Required Holding Deposit Amount” has the meaning assigned to such term in Section
2.23.



     “Required Legal Opinion” means an opinion of McKee Nelson LLP, or such other outside counsel
to the Trust reasonably acceptable to the Administrative Agent, with respect to the true sale of
Trust Student Loans and non-consolidation issues that describes the facts of the proposed
transaction and contains conclusions reasonably determined by the Administrative Agent to be in
form and substance similar to the conclusions contained in the legal opinions previously delivered
to and accepted by the Administrative Agent on the Original Closing Date.



     “Required Managing Agents” means, at any time, not less than four Managing Agents representing
Facility Groups then holding at least 66-2/3% of the Aggregate Note Balance; provided, that
if there are no outstanding Advances, then “Required Managing Agents” means at such time not less
than four Managing Agents representing Facility Groups then holding at least 66-2/3% of the
Commitments; and provided further, that the Commitments and Advances held by a
Distressed Lender’s Facility Group shall not be included in determining whether Required Managing
Agents have approved or not approved any amendments, waivers or other actions requiring the
approval of the Required Managing Agents under this Agreement or any other Transaction Document.



     “Required Ratings” means, with respect to the Class A Notes, “Aaa” by Moody’s and “AAA” by
S&P.



     “Reserve Account” means the special account created pursuant to Section 2.06(b).



     “Reserve Account Specified Balance” means (a) on the A&R Closing Date and for each Settlement
Period, cash or Eligible Investments in an amount equal to one-half of one percent (0.50%) of the
Student Loan Pool Balance as of the A&R Closing Date, or as of the last day of that Settlement
Period, as applicable, and (b) for each Advance Date, the sum of (i) the Reserve Account Specified
Balance as of the last day of the most recent Settlement Period (or, if prior to the end of the
first Settlement Period ending after the A&R Closing Date, the A&R Closing Date) and (ii) one-half
of one percent (0.50%) of the Principal Balance of the Additional Student Loans purchased by the
Trust since the last day of the most recent Settlement Period (including Additional Student Loans
being purchased by the Trust with the Advance to be made on such Advance Date); provided,
however, that the Reserve Account Specified Balance shall be not less than $500,000.



     “Reset Date” means with respect to any LIBOR Advance made by an Alternate Lender or a Conduit
Lender, the last Business Day of the related Tranche Period.



     “Revolving Credit Agreement” means the subordinated revolving credit agreement, dated the
Original Closing Date, between the Trust and SLM Corporation to (i) fund the difference, if any,
between the amount of each related Advance and the fair market value of the



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Eligible FFELP Loans purchased pursuant to the Sale Agreement on the related date of purchase
and (ii) at the option of SLM Corporation, to cure any breach of the Minimum Asset Coverage
Requirement caused by an adjustment of the Applicable Percentage, as such agreement may be amended,
restated, or otherwise modified from time to time.



     “Revolving Period” means the period commencing on the Original Closing Date and terminating on
the earliest of (i) the Scheduled Maturity Date, (ii) the first day of the Amortization Period and
(iii) the Termination Date.



     “S&P” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.
(or its successors in interest).



     “Sale Agreement” means the Sale Agreement, dated as of the Original Closing Date, among the
Depositor, the Trust, the Interim Eligible Lender Trustee and the Eligible Lender Trustee, under
which the Depositor may from time to time transfer certain Eligible FFELP Loans to the Trust,
together with all sale agreements, blanket endorsements and bills of sale executed pursuant
thereto.



     “Schedule of Trust Student Loans” means a listing of all Trust Student Loans delivered to and
held by the Administrative Agent (which Schedule of Trust Student Loans may be in the form of
microfiche, CD-ROM, electronic or magnetic data file or other medium acceptable to the
Administrative Agent), as from time to time amended, supplemented, or modified, which Schedule of
Trust Student Loans shall be the master list of all Trust Student Loans then comprising a part of
the Pledged Collateral pursuant to this Agreement.



     “Scheduled Maturity Date” means April 23, 2010, or if such date is extended pursuant to
Section 2.16, the date to which so extended.



     “Secured Creditors” means the Administrative Agent, the Syndication Agent, each Conduit
Lender, LIBOR Lender, Alternate Lender, Managing Agent, Co-Valuation Agent and Program Support
Provider, and any assignee or participant of any Lender or any Program Support Provider pursuant to
the terms hereof.



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



     “Securities Intermediary” means Bank of America, N.A. and its successors or assigns.



     “Seller Interim Trust Agreements” means (i) the interim trust agreement, dated the Original
Closing Date, between the Interim Eligible Lender Trustee and VG Funding, LLC, (ii) the interim
trust agreement, dated the Original Closing Date, between the Interim Eligible Lender Trustee and
VL Funding LLC and (iii) the interim trust agreement, dated the Original Closing Date, between the
Interim Eligible Lender Trustee and Phoenix Fundings LLC.



     “Sellers” means one or more of SLM Education Credit Finance Corporation, VG Funding, LLC, VL
Funding LLC, Mustang Funding I, LLC, Mustang Funding II, LLC, Phoenix Fundings LLC and the Related
SPE Sellers, and such other subsidiaries of SLM Corporation as may be agreed upon by the Required
Managing Agents and with respect to which the requirements of Section 4.04 have been
satisfied; provided, however, that if a proposed seller is a



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





special purpose subsidiary of SLM Corporation for which the Master Servicer is responsible for
any repurchase obligations, only the consent of the Administrative Agent shall be required.



     “Servicer” means the Master Servicer or a Subservicer.



     “Servicer Advances” means any Financing Costs advanced by the Master Servicer pursuant to
Section 2.17.



     “Servicer Buy-Out” means the right of the Master Servicer, as set forth in Section
3.05(h) of the Servicing Agreement, to purchase any Trust Student Loans (when added to the
aggregate Principal Balance of all Trust Student Loans previously purchased pursuant to a Servicer
Buy-Out) in an amount not to exceed 2%, in the aggregate since the Original Closing Date, of the
Aggregate Note Balance then Outstanding.



     “Servicer Default” means a “Servicer Default” as defined in Section 5.01 of the
Servicing Agreement.



     “Servicing Agreement” means, individually or collectively, (a) the Servicing Agreement, dated
as of the Original Closing Date, among the Trust, the Master Servicer, the Eligible Lender Trustee,
the Administrator and the Administrative Agent, (b) any other servicing agreement among the Trust,
the Master Servicer and any Subservicer under which the respective Subservicer agrees to administer
and collect the Trust Student Loans but the Master Servicer remains responsible to the Trust for
the performance of such duties, which is substantially similar to the subservicing agreement signed
with Great Lakes Higher Education Servicing Corporation, ACS Education Services, Inc., Education
Servicing Loan Corporation, doing business as Xpress Loan Servicing, or Pennsylvania Higher
Education Assistance Agency, or is otherwise consented to by the Administrative Agent, which
consent is not to be unreasonably withheld or delayed, and (c) any other subservicing agreement
among the Trust, the Master Servicer and a Subservicer, consented to by the Administrative Agent,
under which such Subservicer agrees to administer and collect certain Trust Student Loans, but with
respect to which the Master Servicer is not liable for such Trust Student Loans.



     “Servicing Fees” means the Primary Servicing Fee, the Carryover Servicing Fee and any other
fees payable by the Trust to the Master Servicer or the Subservicers in respect of servicing Trust
Student Loans pursuant to the provisions of any Servicing Agreement.



     “Servicing Policies” means the policies and procedures of the Master Servicer or any
Subservicer, as applicable, with respect to the servicing of Student Loans.



     “Settlement Date” means the 25th day of each calendar month, beginning May 25, 2009
or, if such day is not a Business Day, the following Business Day.



     “Settlement Period” means (i) initially the period commencing on the Original Closing Date and
ending on March 31, 2008, and (ii) thereafter, (a) during the Revolving Period and the Amortization
Period, each monthly period ending on (and inclusive of) the last day of the calendar month and (b)
after the occurrence and during the continuation of a Termination Event, such period as determined
by the Administrative Agent in its sole discretion (which may be a period as short as one Business
Day).



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Side Letter” means the Amended and Restated Side Letter, dated as of the A&R Closing Date,
among the Trust, the Administrator, the Administrative Agent, the Managing Agents, the Eligible
Lender Trustee and certain other financial institutions party thereto.



     “SLM Corporation” means SLM Corporation, a Delaware corporation, and its successors and
assigns.



     “SLM Guaranty” means the Guaranty dated as of March 20, 2008, made by SLM Corporation with
respect to certain obligations of Sallie Mae, Inc. under the Purchase Agreements, the Conveyance
Agreement and the Tri-Party Transfer Agreement.



     “SLM Indemnified Amounts” has the meaning assigned to such term in Section 8.02.



     “SLS Loan” means a student loan originated under the authority set forth in Section 428A (or a
predecessor section thereto) of the Higher Education Act and shall include student loans designated
as “SLS Loans,” as defined under the Higher Education Act.



     “Solvent” means, at any time with respect to any Person, a condition under which:




     (a) the fair value and present fair saleable value of such Person’s total assets is, on
the date of determination, greater than such Person’s total liabilities (including
contingent and unliquidated liabilities) at such time;




     (b) the fair value and present fair saleable value of such Person’s assets is greater
than the amount that will be required to pay such Person’s probable liability on its
existing debts as they become absolute and matured (“debts,” for this purpose, includes all
legal liabilities, whether matured or unmatured, liquidated or unliquidated, absolute, fixed
or contingent);




     (c) such Person is, and shall continue to be, able to pay all of its liabilities as
such liabilities mature; and




     (d) such Person does not have unreasonably small capital with which to engage in its
current and in its anticipated business.



     “Special Allowance Payments” means special allowance payments on Student Loans authorized to
be made by the Department of Education pursuant to Section 438 of the Higher Education Act, or
similar allowances authorized from time to time by federal law or regulation.



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



     “Step-Down Date” means any of the dates referred to in Section 2.03(d).



     “Step-Down Deficiency” means as of any date (I) on or after June 30, 2009 and prior to
September 30, 2009, the amount, if any, by which (a) the Maximum Financing Amount as of such date
exceeds (b) $5,075,000,000, and (II) on or after September 30, 2009, the amount, if any, by which
the Maximum Financing Amount as of such date exceeds (b) $3,625,000,000.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Step-Up Fees” means, with respect to any Facility Group’s Class A Notes and any Yield Period,
the sum of (1) the Non-Use Fee payable to such Facility Group for such Yield Period and (2) the
applicable Excess Yield Rate multiplied by the average outstanding principal amount of such
Facility Group’s Class A Note during such Yield Period.



     “Student Loan” means a FFELP Loan.



     “Student Loan Notes” means the promissory note or notes of an Obligor and any amendment
thereto evidencing such Obligor’s obligation with regard to a Student Loan or the electronic
records evidencing the same.



     “Student Loan Pool Balance” means, (i) as of the A&R Closing Date, the aggregate Principal
Balance of the Trust Student Loans as reported by the Administrator for such date; and (ii) as of
any other date of determination, (x) the aggregate Principal Balance (as reported by the
Administrator on the last Monthly Report delivered to the Administrative Agent) of the Trust
Student Loans, calculated as of the end of the previous calendar month, plus (y) the
aggregate Principal Balance of the Trust Student Loans acquired since the end of the previous
calendar month as of their respective Cutoff Dates, minus (z) the aggregate Principal
Balance of the Trust Student Loans disposed of by the Trust since the end of the previous calendar
month as of their respective dates of disposition.



     “Subsequent Cutoff Date” means, with respect to any Trust Student Loan, the “Purchase Date”
for such Trust Student Loan as such term is defined in the Sale Agreement.



     “Subservicer” means, on the A&R Closing Date, Great Lakes Higher Education Servicing
Corporation, ACS Education Services, Inc., Education Servicing Loan Corporation, doing business as
Xpress Loan Servicing, Pennsylvania Higher Education Assistance Agency and, thereafter, any
subservicer appointed by the Master Servicer pursuant to the Servicing Agreement of the Master
Servicer.



     “Syndication Agent” means JPMorgan Chase Bank, N.A.



     “Syndication Agent Fees” means, the fees, reasonable expenses and charges, if any, of the
Syndication Agent, payable pursuant to the Administrative Agent and Syndication Agent Fee Letter.



     “Syndication Procedures Letter” means that certain side letter dated as of the Original
Closing Date among the Trust, the Related SPE Trusts, the Lead Arrangers, the initial Managing
Agents and certain other parties relating to the syndication of the Initial Note Purchase
Agreement.



     “Take Out Securitization” means a sale or transfer of any portion of the Trust Student Loans
by the Trust (directly or indirectly) to a trust sponsored by an Affiliate of the Depositor as part
of a publicly or privately traded, rated or unrated student loan securitization, pass-through, pay
through, secured note or similar transaction.



     “Termination Date” means the earliest to occur of (a) any date designated as the date for
terminating the entire Maximum Financing Amount pursuant to Section 2.03, (b) the last day
of



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





the Amortization Period and (c) the date of the declaration or automatic occurrence of the
Termination Date pursuant to Article VII.



     “Termination Event” has the meaning assigned to such term in Article VII.



     “Tranche Period” with respect to LIBOR Advances made by an Alternate Lender or a Conduit
Lender, means a period commencing on the date such LIBOR Advance is disbursed or on a Reset Date
and ending on the date one day, one week, one month, two months or three months thereafter, as
selected by the Trust on its Advance Request; provided, that (i) any Tranche Period that
would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar month, in which case such Tranche
Period shall end on the next preceding Business Day; (ii) any Tranche Period that begins on the
last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Tranche Period) shall end on the last Business Day of
the calendar month at the end of such Tranche Period; and (iii) in no event shall any Tranche
Period end after the then current Scheduled Maturity Date.



     “Transaction Documents” means, collectively, this Agreement, the Trust Agreement, the
Administration Agreement, the Servicing Agreement, each Purchase Agreement, the Conveyance
Agreement, the Sale Agreement, the Tri-Party Transfer Agreement, each Permitted SPE Sale Agreement,
all Guarantee Agreements, the Interim Trust Agreements, the Valuation Agent Agreement, the Guaranty
and Pledge Agreement, the Indemnity Agreement, the Revolving Credit Agreement, the Syndication
Procedures Letter, the Power of Attorney, the Fee Letters, the Side Letter, the Omnibus Waiver and
Consent, the SLM Guaranty, the A&R Transaction Documents and all other instruments, fee letters,
documents and agreements executed in connection with any of the foregoing.



     “Transaction Parties” means, collectively, the Trust, the Depositor, the Administrator, the
Master Depositor, the Master Servicer, each Seller and SLM Corporation.



     “Treasury Regulations” means any regulations promulgated by the Internal Revenue Service
interpreting the provisions of the Code.



     “Tri-Party Transfer Agreement” means the sale and purchase agreement, dated as of the Original
Closing Date, among the Depositor, the Related SPE Sellers, the Master Servicer and the related
eligible lender trustees.



     “Trust” means Bluemont Funding I, a Delaware statutory trust, and its successors and assigns.



     “Trust Accounts” means the Administration Account, Collection Account, Capitalized Interest
Account, Reserve Account, Borrower Benefit Account and Floor Income Rebate Account.



     “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of the Original
Closing Date, among the Depositor, the Delaware Trustee and the Eligible Lender Trustee.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Trust Indemnified Amounts” has the meaning assigned to such term in Section 8.01.



     “Trust Materials” has the meaning assigned to such term in Section 10.02(b).



     “Trust Student Loan” means any Student Loan held by the Trust.



     “UCC” means the Uniform Commercial Code as from time to time in effect in the specified
jurisdiction.



     “United States” means the United States of America.



     “Used Fee” means, with respect to any Lender, the used fee as set forth in the Lenders Fee
Letter.



     “Valuation Agent Agreement” means the Valuation Agent Agreement, dated as of the Original
Closing Date, among the Trust, the Administrator, the Administrative Agent, and the Co-Valuation
Agents.



     “Valuation Agent Fee Letter” means the Amended and Restated Valuation Agent Fee Letter, dated
as of the A&R Closing Date, among the Trust and the Co-Valuation Agents, setting forth the
Co-Valuation Agents Fees.



     “Valuation Date” has the meaning assigned to such term in the Valuation Agent Agreement.



     “Valuation Report” means a report furnished by the Administrative Agent pursuant to
Section 2.25(a).



     “VG Funding Facility” means the financing facility established pursuant to that certain
Amended and Restated Note Purchase and Security Agreement, dated as of May 4, 2005, among VG
Funding I, the conduit lenders party thereto, the alternate lenders party thereto, Bank of America,
N.A., as administrative agent, the managing agents party thereto, Chase Bank USA, National
Association, as eligible lender trustee, and Sallie Mae, Inc., as administrator.



     “Weighted Average Remaining Term in School” means, as of any date of determination, (a) the
sum, for all Eligible FFELP Loans that are in in-school status, of the products of (i) the
Principal Balance of each such Eligible FFELP Loan, as of such date, and (ii) the number of months
remaining in school shown on the Servicer’s record, as of such date, for the student with respect
to such Eligible FFELP Loan, divided by (b) the aggregate Principal Balance of all Eligible FFELP
Loans that are in in-school status, as of such date.



     “Whole Loan Sale” means a sale of all or a part of the Trust Student Loans to a third-party
purchaser in exchange for not less than fair market value.



     “Yield” means, for each Facility Group’s Class A Notes and any Yield Period, the applicable
Yield Rate multiplied by the average outstanding principal amount of such Facility Group’s Class A
Note during such Yield Period, plus or minus the Estimated Interest Adjustment if
and as applicable minus any Step-Up Fees described in clause (2) of the definition thereof.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     “Yield Period” means, for a CP Advance or a Base Rate Advance, each Settlement Period and for
a LIBOR Advance, each Interest Accrual Period.



     “Yield Protection” means any Note Purchaser’s reasonable increased costs for taxes, reserves,
special deposits, insurance assessments, breakage costs, changes in regulatory capital requirements
(or similar requirement against assets of, deposits with or for the account of, or credit extended
or participated in by, such Note Purchaser) and certain reasonable expenses imposed on such Note
Purchaser.



     “Yield Rate” means with respect to any Yield Period:



     (a) other than during the Amortization Period or on and after the occurrence of a Termination
Event:




     (i) if a Conduit Lender funds (directly or indirectly) its portion of the Aggregate
Note Balance with CP, the CP Rate plus the applicable Used Fee;




     (ii) if an Alternate Lender or a Conduit Lender (if funding its investment other than
with CP) funds its portion of the Aggregate Note Balance, the applicable LIBOR Rate (or if
LIBOR Rate is not available, the applicable Base Rate) plus the Applicable Margin; or




     (iii) if a LIBOR Lender funds its portion of the Aggregate Note Balance, the applicable
LIBOR Rate (or if LIBOR Rate is not available, the applicable Base Rate) plus the Applicable
Margin; or



     (b) during the Amortization Period, the applicable Amortization Period Rate; and



     (c) on and after the occurrence of a Termination Event, the Base Rate plus 5.50% per annum.



     Section 1.02. Other Terms.



     (a) All accounting terms not specifically defined herein shall be construed in accordance with
GAAP. All terms used in Article 9 of the UCC in the State of New York and not specifically defined
herein, are used herein as defined in such Article 9. Any reference to an agreement herein shall
be deemed to include a reference to such agreement as amended, supplemented or otherwise modified
from time to time.



     (b) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to
have the same meaning and effect as the word “shall.”



     (c) Unless the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein or in any other Transaction Document), (ii) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Transaction Document, shall be
construed to refer to such Transaction Document in its entirety and not to any particular provision
thereof, (iv) all references in any Transaction Document to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,
the Transaction Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory provisions consolidating, amending, replacing or interpreting
such law and any reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any
and all tangible and intangible assets and properties.



     Section 1.03. Computation of Time Periods. Unless otherwise stated in this Agreement, in the
computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each mean “to but excluding.”



     Section 1.04. Calculation of Yield Rate and Certain Fees. The Yield Rate on the Class A Notes
and all fees payable to the Lenders, the Note Purchasers or the Registered Owners pursuant to this
Agreement are calculated based on the actual number of days divided by 360. Notwithstanding
anything to the contrary in this Agreement or in the Lenders Fee Letter, all Financing Costs that
shall have accrued under the Initial Note Purchase Agreement up to (but not including) the A&R
Closing Date shall have accrued at the rate effective under the Initial Note Purchase Agreement,
all accrued and unpaid Financing Costs on the Class B Notes under the Initial Note Purchase
Agreement up to (but not including) the A&R Closing Date shall be paid in accordance with
Section 2.01(a)(ii), and Financing Costs payable on the first Settlement Date following the
A&R Closing Date shall be calculated accordingly. Interest shall accrue on the Class A Notes from
and including the day on which the related Advance is made, and shall not accrue on the Class A
Notes or any portion thereof, for the day on which the Class A Notes or such portion is paid. Each
determination by the Administrative Agent (or, with respect to the calculation of any CP Rate,
LIBOR Base Rate or LIBOR Rate, the applicable Managing Agent), of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.



     Section 1.05. Time References. All time references in this Agreement shall refer to the time
in New York, New York unless otherwise noted.



     Section 1.06. Effectiveness of Initial Note Purchase Agreement; Amendment and Restatement.
The parties hereto hereby agree that for all purposes (i) for the period commencing on the Original
Closing Date through but excluding the A&R Closing Date, the provisions, terms and conditions of
the Initial Note Purchase Agreement shall apply in all respects without giving effect to this
Agreement, and (ii) from and including the A&R Closing Date, subject to the satisfaction of the
conditions precedent set forth in Section 4.05, the provisions, terms and conditions of
this Agreement (as it shall be amended, supplemented or modified from time to time) shall govern
exclusively. This Agreement shall amend and restate



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





in its entirety the Initial Note Purchase Agreement and shall have the effect of a
substitution of terms of the Initial Note Purchase Agreement, but this Agreement will not have the
effect of causing a novation, refinancing or other repayment of the obligations of the Transaction
Parties under the Initial Note Purchase Agreement (hereinafter the “Original Obligations”) or a
termination or extinguishment of the liens securing such Original Obligations, which Original
Obligations shall remain outstanding and repayable pursuant to the terms of this Agreement and
which liens shall remain attached, enforceable and perfected securing such Original Obligations and
all additional obligations arising under this Agreement. Each reference to the Initial Note
Purchase Agreement in any of the Transaction Documents, or any other document, instrument or
agreement delivered in connection therewith shall mean and be a reference to this Agreement.



ARTICLE II.




THE FACILITY




     Section 2.01. Issuance and Purchase of Class A Notes; Cancellation of Class B Notes; Making of
Advances.



     (a) (i) In consideration of the agreements of the Note Purchasers under the Initial Note
Purchase Agreement, and subject to the terms and conditions set forth in the Initial Note Purchase
Agreement, (y) the Trust sold, transferred and delivered to each Managing Agent under the Initial
Note Purchase Agreement, on behalf of its related Note Purchasers, and (z) each Managing Agent
under the Initial Note Purchase Agreement, on behalf of its related Note Purchasers, purchased from
the Trust, on the Original Closing Date, (A) a Class A Note, the outstanding principal amount of
which did not exceed the applicable Pro Rata Share of such Facility Group multiplied by the Class A
Maximum Financing Amount (as defined in the Initial Note Purchase Agreement) and (B) a Class B
Note, the outstanding principal amount of which did not exceed the applicable Pro Rata Share of
such Facility Group multiplied by the Class B Maximum Financing Amount (as defined in the Initial
Note Purchase Agreement). Subject to the satisfaction of the conditions precedent set forth in
Section 4.01 of the Initial Note Purchase Agreement, the purchase price paid on the
Original Closing Date for the Class A Note for each Facility Group was equal to such Facility
Group’s Pro Rata Share of the Class A Note Balance (as defined in the Initial Note Purchase
Agreement) and the purchase price paid on the Original Closing Date for the Class B Note for each
Facility Group was equal to such Facility Group’s Pro Rata Share of the Class B Note Balance (as
defined in the Initial Note Purchase Agreement) as of the Original Closing Date. The payment of
such purchase price was subject to the same requirements applicable to an Advance under Section
2.01(b) of the Initial Note Purchase Agreement. Each Class A Note and Class B Note was issued
in the name of a Registered Owner.



          (ii) In consideration of the agreements of the Note Purchasers hereunder, and subject to the
effectiveness of this Agreement as set forth in Section 4.05, all parties hereto agree that
on the A&R Closing Date, each of the following shall occur in the order listed: (A) any previously
delivered Advance Requests requesting the Lenders to make a Capitalized Interest Advance under the
Initial Note Purchase Agreement on April 27, 2009 shall be deemed withdrawn and of no further force
and effect; (B) a Settlement Date shall occur under and as defined in the Initial Note Purchase
Agreement and all Available Funds in the Collection Account on the A&R Closing Date shall be
applied in accordance with Section 2.05(b) of the



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Initial Note Purchase Agreement (as each such term is defined in the Initial Note Purchase
Agreement); (C) without duplication, all amounts owed hereunder to the Lenders in the Facility
Group managed by DZ Bank AG Deutsche Zentral-Genossenshaftsbank, Frankfurt am Main shall be repaid
by the Trust in full and each member of such Facility Group will thereupon cease to be a Managing
Agent, Lender or Program Support Provider, as applicable, within the meaning of the Initial Note
Purchase Agreement; (D) any previously delivered Advance Re quests requesting the Lenders to make
an Advance under the Initial Note Purchase Agreement on the date hereof shall be deemed given under
this Agreement but shall be deemed to request such Advance to be made on April 27, 2009; (E) the
Aggregate Note Balance of the Class A Note held by each remaining Facility Group party hereto shall
be increased by an amount equal to the Aggregate Note Balance of the Class B Note held by such
Facility Group on the A&R Closing Date and the Trust shall issue a Class A Note to each Managing
Agent that remains party hereto in an amount equal to the Commitment of its related Facility Group;
(F) the Aggregate Note Balance of the Class B Note held by each Facility Group shall be reduced to
zero on the A&R Closing Date; and (G) each Facility Group shall deliver its “Notes” (as defined in
the Initial Note Purchase Agreement) for cancellation pursuant to Section 3.08 of the Initial Note
Purchase Agreement or deliver a lost note indemnity or a lost note affidavit indemnifying the Trust
for non-delivery of its Notes. In addition to the foregoing, on the first Business Day following
the A&R Closing Date, (X) all accrued and unpaid Financing Costs on the Class B Notes up to (but
not including) the A&R Closing Date shall be paid by the Trust in full and (Y) the Aggregate Note
Balance held by each Facility Group shall either be increased by a non-pro rata Advance or the
Trust shall repay such Aggregate Note Balance on a non-pro rata basis, as applicable, to the extent
necessary such that the Aggregate Note Balance of the Class A Notes held by each Facility Group
shall be equal to its Pro Rata Share of the Aggregate Note Balance for all outstanding Class A
Notes and the outstanding principal balance of each Facility Group’s Advances as of such date shall
be as set forth on Schedule 2.01 hereto.



          (iii) Each party hereto waives (x) any requirements under the Initial Note Purchase Agreement
or under this Agreement that each Advance and repayment of Advances be ratable and (y) any
conditions precedent to the making of Advances or repayments of Advances under the Initial Note
Purchase Agreement or under this Agreement, in each case solely to the extent necessary to
implement the Advances and repayments of Advances described in clauses (C) and (Y) of Section
2.01(a)(ii) above, it being understood that the Advances and repayments of Advances in clause
(Y) of Section 2.01(a)(ii) above are solely due to re-allocation of Commitments among the
three FFELP Loan Facilities designed to make each Facility Group’s “Commitments” substantially the
same under each FFELP Loan Facility without changing the aggregate amount of such “Commitments” for
any Facility Group under all such FFELP Loan Facilities.



     (b) On the terms and conditions hereinafter set forth, each Alternate Lender, LIBOR Lender and
Committed Conduit Lender agrees to make Advances during the Revolving Period (or, with respect to
Capitalized Interest Advances, at such times in accordance with Section 4.02(c)), and each
other Conduit Lender may, in its sole discretion, make Advances to the Trust from time to time up
to an aggregate principal amount outstanding at any one time not to exceed the Maximum Financing
Amount in effect at the time of such Advance; provided, that: (i) the aggregate Advances
made on any date, together with advances made under the other FFELP Loan Facilities on such date,
must be in a principal amount equal to $50,000,000 or integral



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





multiples of $500,000 in excess thereof (other than (x) Capitalized Interest Advances and (y)
Excess Collateral Advances made on a Settlement Date the proceeds of which are used to pay amounts
owing under clauses (ii) through (iv) of Section 2.05(b), in each case as to which such
minimum is not applicable) and (ii) the Requested Advance Amount on any Advance Date shall not
exceed the Maximum Advance Amount. Within the limits set forth in this Section and the other terms
and conditions of this Agreement, during the Revolving Period, the Trust, acting through the
Administrator, may request Advances, repay Advances and reborrow Advances under this Section;
provided, however, that after the end of the Revolving Period, Capitalized Interest
Advances will continue to be made in accordance with Section 4.02(c). In addition, the
Administrative Agent may also request Capitalized Interest Advances after the occurrence of a
Capitalized Interest Account Funding Event. All Class A Notes issued hereunder shall be
denominated in and be payable in United States dollars. Yield on each CP Advance, each Base Rate
Advance and each LIBOR Advance shall be due and payable on each Settlement Date. The Aggregate
Note Balance and all other Obligations hereunder, if not previously paid pursuant to Section
2.05(b) or otherwise, shall be due and payable on the Termination Date.



     (c) Each Lender’s obligations under this Section are several and the failure of any Lender to
make available its Pro Rata Share of any Requested Advance Amount on an Advance Date shall not
relieve any other Note Purchaser of its obligations hereunder or, except as provided in paragraph
(d) below, obligate any other Note Purchaser to honor the obligations of any Defaulting Lenders.
Advances shall be allocated among the Facility Groups in accordance with their respective Pro Rata
Shares and shall be further allocated to each Lender within a Facility Group as designated by the
applicable Managing Agent. Notwithstanding anything contained in this Agreement to the contrary,
(i) no Conduit Lender shall fund any portion of any Advance which would cause the aggregate
principal amount of its Advances to exceed the Commitments of its related Alternate Lenders; (ii)
no Alternate Lender, LIBOR Lender or Committed Conduit Lender shall be obligated to fund any
portion of any Advance which would cause the aggregate principal amount of its Advances to exceed
its Commitment; and (iii) no Facility Group shall be obligated to fund any portion of any Advance
which would cause the aggregate principal amount of its Advances to exceed its total Commitment.
The Commitment of each Lender as of the A&R Closing Date is set forth on Exhibit A.



     (d) If by 2:00 p.m. on an Advance Date, whether or not the Administrative Agent has advanced
the applicable Requested Advance Amount, one or more Alternate Lenders, LIBOR Lenders or Committed
Conduit Lenders fails to make its Pro Rata Share of any Advance required to be made by such Lender
available to the Administrative Agent pursuant to this Agreement (the aggregate amount not so made
available to the Administrative Agent being herein called the “Investment Deficit”), then the
Administrative Agent shall, by no later than 5:00 p.m. on the applicable Advance Date instruct each
Alternate Lender, LIBOR Lender and Committed Conduit Lender which is not a Defaulting Lender (each,
a “Non-Defaulting Lender”) to pay, by no later than noon on the next Business Day in immediately
available funds, to the account designated by the Administrative Agent, an amount equal to the
lesser of (i) such Non-Defaulting Lender’s proportionate share (based upon the relative Commitments
of the Non-Defaulting Lenders) of the Investment Deficit and (ii) its unused Commitment. A
Defaulting Lender shall forthwith, upon demand, pay to the Administrative Agent for the ratable
benefit of the Non-Defaulting Lenders all amounts paid by each Non-Defaulting Lender on behalf of
such Defaulting Lender.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     Section 2.02. The Initial Advance and Subsequent Advances.



     (a) [Reserved].



     (b) Subject to the satisfaction of the conditions precedent set forth in this Agreement and in
accordance with the terms and conditions of Section 2.01 and this Section, the Trust,
acting through the Administrator, may request an Advance hereunder by giving written notice
substantially in the form of Exhibit D (each, an “Advance Request”) to the Administrative
Agent not later than 11:00 a.m. on the second Business Day prior to the proposed Advance Date,
which the Administrative Agent shall promptly forward to the Managing Agents not later than 1:00
p.m. on such date. Each such Advance Request shall specify:




     (i) the Requested Advance Amount, which, together with the advances made under the
other FFELP Loan Facilities on such date, shall be equal to or greater than $50,000,000 in
the aggregate with respect to all Facility Groups, except as otherwise permitted under
Section 2.01(b);




     (ii) the proposed Advance Date;




     (iii) if such Advance is a Purchase Price Advance, the aggregate Collateral Value of
the Eligible FFELP Loans to be acquired; and




     (iv) the Asset Coverage Ratio after giving effect to such Advance.



          In addition, each Advance Request shall include a pro forma calculation and certification
establishing (x) with respect to a Purchase Price Advance or an Excess Collateral Advance, that the
Minimum Asset Coverage Requirement will be satisfied after giving effect to such Advance and (y)
with respect to a Capitalized Interest Advance, the Maximum Advance Amount for such Capitalized
Interest Advance and that the proceeds thereof will be deposited into the Capitalized Interest
Account.



          No later than 2:00 p.m. on the Advance Date, each Conduit Lender (other than a Committed
Conduit Lender) may, in its sole discretion, and each Committed Conduit Lender and LIBOR Lender
shall, upon satisfaction of the applicable conditions set forth in this Agreement, make available
to the Trust in same day funds, its respective Pro Rata Share of the Requested Advance Amount by
payment to the Administration Account; provided, that Capitalized Interest Advances made by
a Non-Renewing Facility Group may be made on a non-pro rata basis as contemplated in Section
2.21(b). If a Conduit Lender (other than a Committed Conduit Lender) elects not to fund its
respective Pro Rata Share of the Requested Advance Amount, such Conduit Lender’s related Alternate
Lenders shall, upon satisfaction of the applicable conditions set forth in this Agreement, make
available to the Trust in same day funds, their respective Pro Rata Shares of the Requested Advance
Amount by payment to the Administration Account and the related Managing Agent shall, no later than
2:00 p.m. on such Advance Date and on each Reset Date, notify the Administrator and the
Administrative Agent of the actual Yield Rate applicable to such LIBOR Advance, and the related
Tranche Period. Each Advance made by a Conduit Lender shall be a CP Advance unless the applicable
Managing Agent otherwise provides notice as provided in the immediately succeeding sentence. To
the extent any Conduit Lender is unable or declines to fund a requested Advance by issuing CP or if
any Conduit Lender’s Alternate



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Lenders fund any requested Advance in its place, the applicable Conduit Lender’s Managing
Agent shall promptly advise the Administrative Agent and the Administrator, on behalf of the Trust.



     (c) Prior to the commencement of the Amortization Period or the occurrence of a Termination
Event, the Administrator, on behalf of the Trust, may request that the Administrative Agent pay any
amounts on deposit in the Administration Account as a prepayment on any principal of, and Financing
Costs due or accrued on, the Class A Notes in whole or in part on any Business Day by giving
written notice two Business Days prior to such date to the Administrative Agent and each Managing
Agent indicating the amount of such prepayment and the Business Day on which such prepayment shall
be made. The Trust shall pay the applicable Managing Agent for the account of the applicable
Lenders in its Facility Group, on demand, such amount or amounts as shall compensate such Lenders
for any loss (including loss of profit), cost or expense incurred by such Lenders and including any
claims arising under any Program Support Agreement (as reasonably determined by the applicable
Managing Agent) and hold such Lenders harmless from any such loss, cost or expenses, incurred by
them as a result of payments with respect to the Class A Notes in connection with a prepayment
under this Section 2.02(c), a request by the Trust pursuant to Section 2.21, a
Permitted Release under Section 2.18 or otherwise, whether voluntary, mandatory, automatic
by reason of acceleration or otherwise, such compensation to be (i) limited to an amount equal to
any loss or expense suffered by the Lenders during the period from the date of receipt of such
repayment to (but excluding) the maturity of the related CP (in the case of a CP Advance by a
match-funded Conduit Lender), the maturity of sufficient pool-funded CP (in the case of a CP
Advance by a pool-funded Conduit Lender) or the maturity of the related Tranche Period (in the case
of a LIBOR Advance by an Alternate Lender or a Conduit Lender), (ii) net of the income, if any,
received by the recipient of such reductions from investing the proceeds of such reductions and
(iii) inclusive of any loss or expense arising from the liquidation or re-employment of funds
obtained by it to maintain such Advance or from fees payable to terminate the deposits from which
such funds were obtained; provided, however, that the Trust shall not be obligated
to pay such breakage amounts for a period in excess of 60 days under clause (i) above if aggregate
discretionary prepayments by the Trust do not exceed 20% of the Aggregate Note Balance per month;
provided further, that no such breakage amounts shall be payable by the Trust with
respect to the regular distribution of Available Funds (other than proceeds of Permitted Releases)
on any Settlement Date pursuant to the priority of payments set forth in Section 2.05(b).
The determination by the applicable Managing Agent of the amount of any such loss or expense shall
be set forth in a written notice to the Administrator (with a copy to the Administrative Agent), on
behalf of the Trust, including a statement as to such loss or expense (including calculation
thereof in reasonable detail), and shall be conclusive, absent manifest error.



     (d) Each Advance Request shall be irrevocable and binding on the Trust, and the Trust shall
indemnify each Lender against any loss or expense incurred by such Lender, either directly or
indirectly (including, in the case of a Conduit Lender, through the applicable Program Support
Agreement) as a result of any failure by the Trust to complete such Advance, including any loss or
expense incurred by such Lender or such Lender’s Managing Agent, either directly or indirectly
(including, in the case of a Conduit Lender, pursuant to the applicable Program Support Agreement)
by reason of the liquidation or reemployment of funds acquired by such Lender (or the applicable
Program Support Provider(s)) (including funds obtained by issuing CP



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





or promissory notes or obtaining deposits or loans from third parties) in order to fund such
Advance. Any such amounts shall constitute Yield Protection hereunder.



     (e) Prefunding of Advances. In order to allow the Lenders to raise funds at times and in
amounts that are more advantageous to the Lenders than might otherwise be possible, the Trust may,
after consultation with the Administrative Agent and in connection with a proposed purchase or
series of purchases of Trust Student Loans, request that all or a portion of the related Purchase
Price Advance be funded prior to the actual acquisition of the related Trust Student Loans.  Each
such prefunding shall constitute a separate Purchase Price Advance for purposes of Section
4.02(b)(xiv) and (xv) and shall otherwise be subject to all applicable conditions
precedent, measured as of the date such loans are actually purchased, for Purchase Price Advances
set forth in Article IV.  The proceeds of any such prefunded advance shall be deposited
into the Administration Account (or such subaccount thereof as the Administrative Agent may
establish for purposes of convenience) and shall not be released to the Trust until the date of
purchase of the related Trust Student Loans.  So long as the conditions precedent to a new Advance
would be satisfied as if the Lenders were making a new Advance, the Trust may draw against such
prefunding amount on any Business Day in order to consummate the related purchase of Trust Student
Loans on such date.  Upon the occurrence of a Termination Event, the Administrative Agent may
direct that any such amounts on deposit in the Administration Account or subaccount, as applicable,
be transferred to the Collection Account to be distributed in accordance with Section 2.05
and used to reduce the Aggregate Note Balance. 



     Section 2.03. Reduction, Termination or Increase of the Maximum Financing Amount and
Prepayment of the Class A Notes.



     (a) The Trust, acting through the Administrator, may, upon at least five Business Days’
written notice to the Administrative Agent, (i) terminate the entire facility or (ii) reduce in
part the portion of the Maximum Financing Amount that exceeds the sum of the Capitalized Interest
Account Unfunded Balance and the Aggregate Note Balance. Any partial reduction in the Maximum
Financing Amount shall be in an amount equal to or greater than $100,000,000 or any integral
multiple of $10,000,000 in excess thereof. If such reduction is not in connection with an Exiting
Facility Group, any such reduction in the Maximum Financing Amount shall be allocated among the
Commitments of the Facility Groups in accordance with their Pro Rata Shares and shall be allocated
among the Commitments of the Lenders within each Facility Group as designated by the applicable
Managing Agent. If such reduction is in connection with an Exiting Facility Group, such reduction
shall be allocated first to the Commitment of the Exiting Facility Group and then any balance
allocated among the remaining Facility Groups as set forth in the preceding sentence. The Trust
shall pay, in immediately available funds, all outstanding principal and Financing Costs on the
Class A Notes owned by any Lender, together with any other Obligations owed to such Lender, upon
the termination of its Commitment pursuant to this Section 2.03(a).



     (b) During any Exiting Group Amortization Period, if there are not sufficient proceeds from
Permitted Releases, the Administrative Agent may, in accordance with the procedures set forth in
Section 7.03(b), sell or otherwise dispose of a portion of the Pledged Collateral in an
amount sufficient to pay the Aggregate Note Balance of the Outstanding Class A Notes owned by each
Exiting Facility Group. Amounts received from any such sale or



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





disposition of Pledged Collateral shall be deposited into the Administration Account and,
provided no Amortization Event or Termination Event has occurred and is continuing, no Step-Down
Deficiency exists and the Minimum Asset Coverage Requirement has been satisfied, such amounts shall
be distributed to the Exiting Facility Groups, on any Business Day which is not a Settlement Date
in accordance with the priority of payments described in Section 2.05(b)(viii). Amounts
received from the sale of Pledged Collateral in excess of the amount required to repay in full the
Aggregate Note Balance of, and accrued Yield on, the Outstanding Class A Notes owned by the Exiting
Facility Groups (or which are prohibited by the proviso in the immediately preceding sentence from
being paid exclusively to the Exiting Facility Groups) which are deposited in the Collection
Account shall be treated as Available Funds; provided, that any Yield Protection associated
with any such prepayment shall be paid to the Administrative Agent for the benefit of the
applicable Lender on the next Settlement Date (to the extent of Available Funds) in accordance with
the priority of payments described in Section 2.05(b). All reductions to principal owed to
an Exiting Facility Group in connection with any such disposition, together with any reductions to
principal received by such Exiting Facility Group pursuant to clauses (viii) and (xiii) of
Section 2.05(b) shall constitute a permanent reduction in the Commitment of such Exiting
Facility Group and the Lenders part of such Exiting Facility Group and their Pro Rata Shares shall
be calculated accordingly.



     (c) The Maximum Financing Amount shall not be increased except by amendment in accordance with
Section 10.01 and any future assignments of Commitments will reduce the Commitments of the
applicable Lenders in accordance with Section 10.04.



     (d) The Trust, acting through the Administrator, may, upon at least five Business Days’
written notice to the Administrative Agent, so long as any Step-Down Deficiency exists on such
date, pay in immediately available funds a portion of the Aggregate Note Balance of the Outstanding
Class A Notes owned by each Facility Group, to be applied ratably to each Facility Group in
accordance with its Pro Rata Share and within each Facility Group as designated by the applicable
Managing Agent, in an aggregate amount not to exceed such Step-Down Deficiency, together with any
accrued and unpaid Yield and Yield Protection payable if the date of such payment is not a
Settlement Date. In connection with any such payment, there shall be a corresponding reduction in
the Maximum Financing Amount to an amount equal to the sum of (i) the Aggregate Note Balance as so
reduced and (ii) the Capitalized Interest Account Unfunded Balance, which reduction shall be
allocated among the Commitments of the Facility Groups in accordance with their Pro Rata Shares and
shall be allocated among the Commitments of the Lenders within each Facility Group as designated by
the applicable Managing Agent. On any date when a Step-Down Deficiency exists, the Used Fee and
the Applicable Margin shall be increased as set forth in the Lenders Fee Letter; provided,
that absent any other applicable events, the occurrence or existence of a Step-Down Deficiency
shall not constitute an Amortization Event or a Termination Event.



     Section 2.04. The Accounts.



     (a) Collection Account. On or prior to the Original Closing Date, the Trust established, and
the Trust shall hereafter maintain, or cause to be maintained, the Collection Account. The
Collection Account shall be maintained as a segregated account at the Administrative Agent, and
shall be under the sole dominion and control of the Administrative



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Agent, on behalf of the Secured Creditors. The Collection Account shall be in the name of the
Trust for the benefit of the Administrative Agent, on behalf of the Secured Creditors. Neither the
Trust nor the Administrator shall have any withdrawal rights from the Collection Account. Any
Collections received by the Trust, the Administrator, the Eligible Lender Trustee, the Sellers, the
Depositor, the Servicers, or any agent thereof, as the case may be, are to be transmitted to the
Collection Account as soon as practicable, but in any event, within two Business Days of receipt of
good funds. The Trust shall direct the Eligible Lender Trustee, each Servicer, each Seller, the
Depositor and each agent of any of the foregoing, in writing, to transmit any Collections it
receives with respect to the Trust Student Loans directly to the Administrative Agent for deposit
to the Collection Account within two Business Days of receipt of good funds. Funds on deposit in
the Collection Account may be invested from time to time in Eligible Investments at the direction
of the Administrator in accordance with Section 2.08. Upon the payment in full of all
Obligations hereunder and the termination of this Agreement, the Administrative Agent agrees to
send notice to the Master Servicer that this Agreement has terminated and that Collections no
longer are to be forwarded to the Collection Account pursuant to this Agreement. All investment
earnings on the funds on deposit in the Collection Account during any Settlement Period shall be
applied as Available Funds for the applicable Settlement Period. The Administrative Agent shall
apply funds on deposit in the Collection Account as described in Section 2.05. Each of the
Trust and the Administrator agree, by executing this Agreement, to hold any Collections received in
trust for the Administrative Agent and to comply with the remittance procedures set forth in this
Section 2.04.



     (b) Administration Account. On or prior to the Original Closing Date, the Trust established,
and the Trust shall hereafter maintain, or cause to be maintained, the Administration Account. The
Administration Account shall be maintained as a segregated account at the Administrative Agent, and
shall be under the sole dominion and control of the Administrative Agent, on behalf of the Secured
Creditors. The Administration Account shall be in the name of the Trust for the benefit of the
Administrative Agent, on behalf of the Secured Creditors. Prior to the commencement of the
Amortization Period or the occurrence of a Termination Event, funds in the Administration Account
shall be applied to the following (in the order such events occur for so long as funds are
available in the Administration Account): (i) to make payments to any Exiting Facility Group
pursuant to Section 2.03(b); (ii) to finance the purchase of Eligible FFELP Loans pursuant
to Section 2.05(c); (iii) if necessary, to be deposited into the Collection Account on each
Settlement Date to cover any shortfall in amounts on deposit in the Collection Account as Available
Funds to pay amounts described in clauses (i) through (ix) of Section 2.05(b); (iv) to be
released to the Trust to the extent permitted under Section 2.25(d); (v) to be withdrawn
for deposit to the extent permitted under Section 4.03; and (vi) if so requested by the
Administrator on behalf of the Trust, to be disbursed on any Business Day as a prepayment of
principal of the Outstanding Class A Notes pursuant to Section 2.02(c). During the
Amortization Period and on and after the Termination Date, funds in the Administration Account
shall be released to the Administrative Agent for the account of the applicable Note Purchasers to
reduce the Aggregate Note Balance of the Outstanding Class A Notes and to pay accrued Yield
thereon. Funds on deposit in the Administration Account may be invested from time to time in
Eligible Investments in accordance with Section 2.08 hereof. All investment earnings on
the funds on deposit in the Administration Account during any Settlement Period shall be deposited
into the Collection Account by the Administrative Agent on or before the second Business Day after
the end of that Settlement Period and applied as Available Funds on the Settlement Date for that



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Settlement Period. Except for the right of the Administrator to withdraw funds as expressly
set forth in this Agreement, neither the Trust nor the Administrator shall have any withdrawal
rights from the Administration Account. Any funds remaining in the Administration Account after
the payment in full of all Obligations under the Transaction Documents shall be paid to the holder
of the Excess Distribution Certificate.



     (c) Floor Income Rebate Account. On or prior to the Original Closing Date, the Trust
established, and the Trust shall hereafter maintain, or cause to be maintained, the Floor Income
Rebate Account. The Floor Income Rebate Account shall be maintained as a segregated account at the
Administrative Agent, and shall be under the sole dominion and control of the Administrative Agent,
on behalf of the Secured Creditors. The Floor Income Rebate Account shall be in the name of the
Trust for the benefit of the Administrative Agent, on behalf of the Secured Creditors. Neither the
Trust nor the Administrator shall have any withdrawal rights from the Floor Income Rebate Account.
On or before each Settlement Date, the Administrator will instruct the Administrative Agent to
transfer from the Collection Account to the Floor Income Rebate Account the estimated monthly
accrual of Floor Income Rebate Fees for the prior calendar month (the “Estimated Excess Accrual”).
Funds on deposit in the Floor Income Rebate Account may be invested from time to time in Eligible
Investments in accordance with Section 2.08 hereof. All investment earnings on the funds
on deposit in the Floor Income Rebate Account during any Settlement Period shall be deposited into
the Collection Account by the Administrative Agent on or before the second Business Day after the
end of that Settlement Period and applied as Available Funds on the Settlement Date for that
Settlement Period. On the Settlement Date following each quarterly date as of which the Servicers
notify the Trust of the aggregate amount of Floor Income Rebate Fees, if any, that is due and owing
to the Department of Education for the preceding quarterly period, the Administrative Agent shall
transfer from the Floor Income Rebate Account to the Collection Account the aggregate Estimated
Excess Accrual for the related Settlement Periods to pay any Floor Income Rebate Fees due and owing
to the Department of Education pursuant to Section 2.05(e) and apply any excess funds in
accordance with Section 2.05(b). Any funds remaining in the Floor Income Rebate Account
after the payment in full of all Obligations under the Transaction Documents shall be paid to the
holder of the Excess Distribution Certificate.



     (d) Borrower Benefit Account. On or prior to the Original Closing Date, the Trust
established, and the Trust shall hereafter maintain, or cause to be maintained, the Borrower
Benefit Account. The Borrower Benefit Account shall be maintained as a segregated account at the
Administrative Agent, and shall be under the sole dominion and control of the Administrative Agent,
on behalf of the Secured Creditors. The Borrower Benefit Account shall be in the name of the Trust
for the benefit of the Administrative Agent, on behalf of the Secured Creditors. Neither the Trust
nor the Administrator shall have any withdrawal rights from the Borrower Benefit Account. In the
event that new borrower benefits, which are not required under the Higher Education Act or other
applicable laws, rules or regulations, are offered to Obligors, the result of which is to reduce
the yield on the related Eligible FFELP Loans, the Borrower Benefit Account will be funded in
accordance with Section 6.26 hereof. On or before each Settlement Date, the Administrator
will instruct the Administrative Agent to transfer from the Borrower Benefit Account to the
Collection Account all amounts on deposit in the Borrower Benefit Account which relate to the
related Settlement Period and apply such funds in accordance with Section 2.05(b). Funds
on deposit in the Borrower Benefit Account may be invested from time



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





to time in Eligible Investments in accordance with Section 2.08. All investment
earnings on the funds on deposit in the Borrower Benefit Account during any Settlement Period shall
be deposited into the Collection Account by the Administrative Agent on or before the second
Business Day after the end of that Settlement Period and applied as Available Funds on the
Settlement Date for the related Settlement Period. Any funds remaining in the Borrower Benefit
Account after the payment in full of all Obligations under the Transaction Documents shall be paid
to the holder of the Excess Distribution Certificate.



     Section 2.05. Transfers from Collection Account.



     (a) On or prior to each Reporting Date, the Trust shall cause the Administrator to prepare the
Monthly Report and shall provide or cause to be provided to the Administrator all information
necessary or appropriate to accurately prepare such Monthly Report, all calculations, unless
otherwise specified, to be made as of the end of the related Settlement Period, and cause the
Administrator to forward such Monthly Report to the Administrative Agent and each Rating Agency.
The Administrative Agent shall promptly forward the Monthly Report to each Managing Agent. The
Administrative Agent shall provide to the Trust and the Administrator the Monthly Administrative
Agent’s Report in the form attached as Exhibit E hereto no later than five Business Days
prior to each Reporting Date.



     (b) The Administrative Agent, on each Settlement Date, shall make the following deposits and
distributions from Available Funds in the Collection Account in the amount and in the order of
priority set forth below as directed by the Administrator on behalf of the Trust (or if the
Administrator fails to provide such direction, as provided by the Administrative Agent) pursuant to
the Monthly Report, on which the Administrative Agent may conclusively rely, on such Settlement
Date (or as otherwise provided in Article VII), in the following priority:




     (i) pay to the Master Servicer an amount equal to its unreimbursed Servicer Advances
due and owing;




     (ii) pay to the Lockbox Banks, the Eligible Lender Trustee and the Administrator, as
appropriate and on a pro rata basis, (A) an amount equal to the Lockbox Bank Fees, the
Eligible Lender Trustee Fees and the Administrator Fees, which are due and owing as of the
close of business on the last day of the immediately preceding calendar month, and (B) the
reasonable out-of-pocket costs and expenses of such Persons not to exceed in the aggregate
$100,000 per annum;




     (iii) pay to the Master Servicer, for the benefit of the Master Servicer and any
Subservicers, an amount equal to the Primary Servicing Fees which are due and owing as of
the close of business on the last day of the immediately preceding Settlement Period;




     (iv) on a pro rata basis, based on the amounts owed, (A) pay to the Administrative
Agent, for the benefit of the holders of the Class A Notes (excluding Class A Notes held by
any Defaulting Lenders), Yield on such Class A Notes (excluding, for the avoidance of doubt,
any Step-Up Fees) for the previous Yield Period and (B) pay to the Administrative Agent and
each Managing Agent as Registered Owner of its Class A Note, as appropriate, an amount equal
to all other Financing Costs related to such Class



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





A Notes (other than amounts owed with respect to Step-Up Fees or with respect to
Financing Costs of a type described in clause (ii), (iv), (v) or (vi) of the definition
thereof);




     (v) [reserved];




     (vi) during the Revolving Period: first, pay to the Capitalized Interest Account, any
amount required to cause the amount on deposit in the Capitalized Interest Account to equal
the Required Capitalized Interest Account Balance and second, to the Reserve Account, any
amount required to cause the amount on deposit in the Reserve Account to equal the Reserve
Account Specified Balance;




     (vii) following the replacement of the Master Servicer, pay to the replacement Master
Servicer the reasonable expenses and charges resulting from the transition in servicing, to
the extent such costs have not been paid by the predecessor Master Servicer;
provided, that amounts paid under this clause (vii) shall not exceed $300,000;




     (viii) if an Exiting Facility Group Amortization Period has begun and is continuing,
provided no Amortization Event or Termination Event has occurred and is continuing, no
Step-Down Deficiency exists and the Minimum Asset Coverage Requirement is satisfied before
and after giving effect to such payment, pay to the Administrative Agent for the benefit of
each Exiting Facility Group its ratable share of the Principal Distribution Amount until
each Class A Note of each Exiting Facility Group has been paid in full;




     (ix) pay to the Administrative Agent for the benefit of the Note Purchasers, the
Principal Distribution Amount (to the extent not distributed pursuant to clause (viii)
above) in accordance with their Pro Rata Shares;




     (x) first, pay to the replacement Master Servicer any amounts described in clause (vii)
above which were not previously paid due to the limitation specified in the proviso to such
clause (vii), and second, pay to the Administrative Agent, for the benefit of the Note
Purchasers of Class A Notes (excluding Class A Notes held by Defaulting Lenders), on a pro
rata basis if necessary, any Step-Up Fees and any Yield Protection due and owing pursuant to
this Agreement as of the close of business on the last day of the immediately preceding
Settlement Period;




     (xi) pay to the Eligible Lender Trustee, the Administrative Agent, the Syndication
Agent, the Co-Valuation Agents, the Conduit Lenders, the LIBOR Lenders, the Managing Agents,
the Alternate Lenders, the Program Support Providers and any Affected Party, on a pro rata
basis if necessary, any amounts due and owing and not previously paid pursuant to clause
(ii) above and any Trust Indemnified Amounts due and owing pursuant to this Agreement or any
other Transaction Document as of such Settlement Date;




     (xii) pay to the Administrative Agent (i) for the benefit of the Defaulting Lenders any
Yield, Step-Up Fees, principal or Yield Protection due and owing and not paid above and (ii)
for the benefit of all the Note Purchasers, the Administrative Agent,



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





the Managing Agents and the Program Support Providers, an amount equal to any other
Obligations (other than principal, Yield or Step-Up Fees of any Class A Notes) which are
accrued and owing as of the close of business on the last day of the immediately preceding
Settlement Period;




     (xiii) pay to the Administrative Agent for the benefit of each Exiting Facility Group,
to the extent not paid in clause (viii) or (ix) above, pro rata, an amount up to the
Aggregate Note Balance of each Exiting Facility Group’s Class A Note until each Class A Note
of each Exiting Facility Group has been paid in full;




     (xiv) pay to the Administrator, reimbursements of any out-of-pocket costs and expenses
relating to the administration of the Trust or paid on behalf of the Trust, including fees
paid to the Rating Agencies on behalf of the Trust, to the extent not previously paid;




     (xv) pro rata, pay to SLM Corporation in repayment of any SLM Indemnified Amounts paid
by it pursuant to Section 8.02(b) and pay to the Administrator in repayment of any
amounts paid by it pursuant to Section 10.08;




     (xvi) pay to the Master Servicer, for the benefit of the Master Servicer and any
Subservicers, an amount equal to any other amounts due and payable to them including
Carryover Servicing Fees, if any, which are accrued and unpaid as of the close of business
on the last day of the immediately preceding Settlement Period;




     (xvii) prior to the commencement of the Amortization Period or the occurrence of a
Termination Event, pay to the Administrative Agent for deposit into the Administration
Account to fund new purchases of Eligible FFELP Loans;




     (xviii) prior to the commencement of the Amortization Period, solely to the extent
requested by the Administrator as a prepayment of the Class A Notes in an amount up to the
Aggregate Note Balance, pay to the Administrative Agent for the account of the applicable
Note Purchasers in accordance with their Pro Rata Shares until the Aggregate Note Balance of
the Class A Notes is paid in full;




     (xix) pay to SLM Corporation in repayment of accrued interest on and the unpaid
principal balance borrowed under the Revolving Credit Agreement;




     (xx) if the Administrative Agent has received written notice that any amounts are owed
to a former Facility Group under the Guaranty and Pledge Agreement, to pay to the Managing
Agent for such former Facility Group any remaining funds up to the amounts then owed under
the Guaranty and Pledge Agreement; and




     (xxi) if so requested by the Administrator (and so long as (A) no Amortization Event or
Termination Event has occurred and is continuing and no Potential Termination Event
described in Section 7.02(f) or (g) has occurred and is continuing and (B)
there is no unresolved dispute as described in Section 2.25(e) as to the Applicable
Percentage to be applied with respect to such Settlement Period), to pay to the holder of
the Excess



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Distribution Certificate, any Available Funds remaining after the payment in full of
each of the foregoing items.



     (c) Any funds deposited into the Administration Account for the purpose of purchasing or
financing Eligible FFELP Loans or prepayment of the Class A Notes shall be disbursed pursuant to a
written direction of the Administrator, on behalf of the Trust, or to the Administrative Agent, as
applicable.



     (d) In the event that there are insufficient Available Funds to pay the amounts set forth in
clauses (ii) through (iv) of Section 2.05(b) due and payable on such date and if no
Servicer Advance has been made and no funds withdrawn from the Reserve Account or the Capitalized
Interest Account to pay such amounts, and an Excess Collateral Advance could be made in accordance
with the terms hereof, then the Trust shall request an Excess Collateral Advance in the amount
necessary to pay such amounts.



     (e) On each Settlement Date, prior to making the deposits and distributions specified in
Section 2.05(b), the Administrative Agent shall pay, from funds on deposit in the
Collection Account, any accrued and unpaid amounts due and owing to the Department or any
Guarantor, including, without limitation, any Floor Income Rebate Fees and Monthly Rebate Fees, as
directed by the Administrator on behalf of the Trust (or if the Administrator fails to provide such
direction, as provided by the Administrative Agent) pursuant to the Monthly Report, on which the
Administrative Agent may conclusively rely.



     Section 2.06. Capitalized Interest Account and Reserve Account.



     (a) On or prior to the Original Closing Date the Trust established, and the Trust shall
hereafter maintain, or cause to be maintained, the Capitalized Interest Account. The Capitalized
Interest Account shall be maintained as a segregated account at the Administrative Agent, and shall
be under the sole dominion and control of the Administrative Agent, on behalf of the Secured
Creditors. The Capitalized Interest Account shall be in the name of the Trust for the benefit of
the Administrative Agent, on behalf of the Secured Creditors. Neither the Trust nor the
Administrator shall have any withdrawal rights from the Capitalized Interest Account. If at any
time a Capitalized Interest Account Funding Event occurs, the Trust shall request a Capitalized
Interest Advance in an amount equal to the applicable Maximum Advance Amount for such Advance and
deposit the proceeds thereof into the Capitalized Interest Account. In the event that a
Capitalized Interest Account Funding Event occurs solely with respect to one or more Non-Renewing
Facility Groups, such Advance shall be requested solely from such Non-Renewing Facility Groups.
Thereafter, until the commencement of the Amortization Period or the occurrence of a Termination
Event, on each Settlement Date, the Administrator shall cause to be deposited into the Capitalized
Interest Account from Available Funds pursuant to Section 2.05(b)(vi) such additional
amounts as are necessary to cause the amount on deposit in the Capitalized Interest Account to be
equal to the Required Capitalized Interest Account Balance calculated as of the last day of the
related Settlement Period. Funds on deposit in the Capitalized Interest Account may be invested
from time to time in Eligible Investments in accordance with Section 2.08. The
Administrative Agent shall apply funds on deposit in the Capitalized Interest Account as described
in Section 2.07(a).



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     (b) On or prior to the Original Closing Date the Administrator established, and the
Administrator shall maintain, or cause to be maintained, the Reserve Account by depositing into the
Reserve Account cash or Eligible Investments equal to the Reserve Account Specified Balance as of
the date of the initial Advance hereunder. The Reserve Account shall be maintained as a segregated
account at the Administrative Agent, and shall be under the sole dominion and control of the
Administrative Agent, on behalf of the Secured Creditors. The Reserve Account shall be in the name
of the Trust for the benefit of the Administrative Agent, on behalf of the Secured Creditors.
Neither the Trust nor the Administrator shall have any withdrawal rights from the Reserve Account.
On each Advance Date, the Trust shall deposit into the Reserve Account from proceeds of each
Advance the amount, if any, necessary to bring the balance in such account up to the Reserve
Account Specified Balance. Thereafter, until the commencement of the Amortization Period or the
occurrence of a Termination Event, on each Settlement Date, the Administrator shall cause to be
deposited into the Reserve Account from Available Funds pursuant to Section 2.05(b)(vi)
such additional amounts as are necessary to cause the amount on deposit in the Reserve Account to
be equal to the Reserve Account Specified Balance calculated as of the last day of the related
Settlement Period. Funds on deposit in the Reserve Account may be invested from time to time in
Eligible Investments in accordance with Section 2.08. The Administrative Agent shall apply
funds on deposit in the Reserve Account as described in Section 2.07(b).



     Section 2.07. Transfers from the Capitalized Interest Account and Reserve Account.



     (a) To the extent there are insufficient Available Funds in the Collection Account to pay the
amounts set forth in clauses (ii) through (iv) of Section 2.05(b) in accordance with the
provisions of Section 2.05 on any Settlement Date, the Administrative Agent shall transfer
to the Collection Account moneys held by the Administrative Agent in the Capitalized Interest
Account, to the extent available for distribution on the specified day, to pay the amounts set
forth in clauses (ii) through (iv) of Section 2.05(b) in the priority set forth in
Section 2.05.



     (b) To the extent there are insufficient Available Funds in the Collection Account to pay the
amounts set forth in clauses (ii) through (iv) of Section 2.05(b) in accordance with the
provisions of Section 2.05 on any Settlement Date (after taking into account any amounts
transferred to the Collection Account pursuant to Section 2.07(a)), the Administrative
Agent shall transfer to the Collection Account moneys held by the Administrative Agent in the
Reserve Account, to the extent available for distribution on the specified day, to pay the amounts
set forth in clauses (ii) through (iv) of Section 2.05(b) in the priority set forth in
Section 2.05; provided, that upon the commencement of the Amortization Period or on
the occurrence of a Termination Event, all amounts on deposit in the Reserve Account shall
immediately be transferred to the Collection Account and shall be part of Available Funds on the
next Settlement Date.



     (c) To the extent, as of the end of any Settlement Period, there are on deposit in the Reserve
Account funds in excess of the Reserve Account Specified Balance calculated as of the end of such
Settlement Period (giving effect to any purchase of additional Trust Student Loans between the end
of such Settlement Period and the related Settlement Date) or there are on deposit in the
Capitalized Interest Account funds in excess of the Required Capitalized Interest Account Balance
calculated as of the end of such Settlement Period, then the Administrative



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Agent shall withdraw such excess from the relevant account and deposit it into the Collection
Account to be used as Available Funds on the related Settlement Date. In addition, (i) if a
Capitalized Interest Account Funding Event has occurred solely because of the expiration of the
Revolving Period pursuant to clause (ii) of the definition thereof and the Revolving Period is
subsequently reinstated, then the Administrative Agent shall withdraw all funds from the
Capitalized Interest Account on such date and apply such amounts to repay the Class A Notes on a
pro rata basis and (ii) the Administrative Agent shall withdraw and apply funds from the
Capitalized Interest Account as and when required in accordance with Section 2.21(b).



     Section 2.08. Management of Trust Accounts.



     (a) All funds held in the Trust Accounts, including investment earnings thereon, shall be
invested at the direction of the Administrator in Eligible Investments having a maturity date not
later than the next date on which any distributions are to be made from funds on deposit in such
Trust Accounts; provided, however, that from and after the Termination Date, the
Administrative Agent shall have the sole right to restrict the maturities of any investments held
in the Trust Accounts and to direct the withdrawal of any such investments for the purposes of
paying the amounts described in Section 2.05(b), including, without limitation, any unpaid
principal and Financing Costs on the Class A Notes. All investment earnings (net of losses) on
such Eligible Investments shall be credited to the applicable Trust Accounts. In the event that
the Administrator shall have failed to give investment directions to the Administrative Agent by
11:00 a.m. on any Business Day on which there may be uninvested cash deposited in any Trust
Account, the Administrative Agent shall have no obligation to invest such funds and shall not be
liable for any lost potential investment earnings.



     (b) Bank of America, N.A. (“Bank of America”), in its capacity as Securities Intermediary or
depositary bank with respect to each Trust Account, hereby agrees with the Trust and the
Administrative Agent that (i) each of the Trust Accounts is either a securities account or deposit
account maintained at Bank of America; provided, however, that if, at any time, the
rating assigned to Bank of America is downgraded below “A-1” by S&P, the Administrative Agent
shall, in cooperation with the Administrator, promptly (but in no event longer that 60 days from
the time of such downgrade), at no cost to the Trust, transfer each of the Trust Accounts to
another financial institution which has either a long-term senior unsecured debt rating of “A+” or
better or a short-term senior unsecured debt or certificate of deposit rating of “A-1” or better by
S&P, (ii) each item of property (whether investment property, financial asset, security, cash or
instrument) credited to any Trust Account shall be treated as a “financial asset” within the
meaning of Section 8-102(a)(9) of the UCC to the extent any such Trust Account is a securities
account, (iii) Bank of America shall treat the Administrative Agent as entitled to exercise the
rights that comprise each financial asset credited to the Trust Accounts, (iv) Bank of America
shall comply with entitlement orders originated by the Administrative Agent with respect to any of
the foregoing accounts that is a securities account and shall comply with instructions directing
the disposition of funds originated by the Administrative Agent with respect to any of the
foregoing accounts that is a deposit account, in each case without the further consent of any other
person or entity, (v) except as otherwise provided in subsection (a) of this Section, Bank of
America shall not agree to comply with entitlement orders or instructions directing the disposition
of funds originated by any person or entity other than the Administrative Agent, (vi) the Trust
Accounts, and all property credited to such accounts shall not be subject to any lien,



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





security interest, right of set-off or encumbrance in favor of Bank of America in its capacity
as Securities Intermediary or depositary bank or anyone claiming through Bank of America as
Securities Intermediary or depositary bank (other than the Administrative Agent), and (vii) the
agreement herein between Bank of America and the Administrative Agent shall be governed by the laws
of the State of New York and the jurisdiction of Bank of America, in its capacity as Securities
Intermediary or depositary bank with respect to each Trust Account, shall be the State of New York
for purposes of the UCC. Each term used in this Section 2.08(b) and in Section
2.08(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC.



     (c) No Eligible Investment held in the Trust Accounts in the form of an instrument or
certificated security as defined in the New York UCC in the possession of the Securities
Intermediary (i) shall be subject to any other security interest or (ii) shall constitute proceeds
of any property subject to such third party’s security interest.



     (d) The Trust agrees to report as its income for financial reporting and tax purposes (to the
extent reportable) all investment earnings on amounts in the Trust Accounts.



     (e) Any investment of any funds in the Trust Accounts shall be made under the following terms
and conditions:




     (i) any such investment of funds shall be made in Eligible Investments which will
mature no later than the next Settlement Date (or such shorter periods as the Administrative
Agent may direct); and




     (ii) with respect to each of the investments credited to any of the Trust Accounts, the
Administrative Agent for the benefit of the Secured Creditors shall have a first priority
perfected security interest in such investment, perfected by control to the extent permitted
under Article 9 of the UCC.



     (f) The Administrative Agent shall not in any way be held liable by reason of any
insufficiency in the Trust Accounts resulting from losses on investments made in accordance with
the provisions of this Agreement (but the institution serving as Administrative Agent shall at all
times remain liable for its own debt obligations, if any, constituting part of such investments).



     (g) With respect to each of the Trust Accounts that is a “securities account” (each, a
“Securities Account”), the Securities Intermediary hereby confirms and agrees that:




(i) all securities, financial assets or other property credited to the Securities
Accounts shall be registered in the name of the Securities Intermediary by a
clearing corporation or other securities intermediary and as to which the Securities
Intermediary is entitled to exercise the rights that comprise any financial assets
credited to such Securities Account, indorsed to the Securities Intermediary in
blank or credited to another Securities Account maintained in the name of the
Securities Intermediary, and in no case shall any financial asset credited to any
Securities Account be registered in the name of the Trust, payable to the order of
the Trust or specially indorsed to the Trust;



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




(ii) all securities and other property delivered to the Securities Intermediary
pursuant to this Agreement shall be promptly credited to the appropriate Securities
Account;




(iii) each Securities Account is an account to which financial assets are or may be
credited;




(iv) except for the claims and interest of the Administrative Agent and of the Trust
in the Securities Accounts and without independent investigation of any kind, the
Securities Intermediary does not know of any claim to, or interest in, any
Securities Account or in any “financial asset” (as defined in Section 8 102(a)(9) of
the UCC) credited thereto; if any person asserts any lien, encumbrance or adverse
claim (including any writ, garnishment, judgment, warrant of attachment, execution
or similar process) against any Securities Account or in any financial asset carried
therein, the Securities Intermediary will promptly notify the Administrative Agent
and the Trust thereof upon receiving notice or other actual knowledge thereof.



     (h) Each party hereto acknowledges that the Securities Intermediary constitutes a “securities
intermediary” within the meaning of Section 8-102(a)(14) of the UCC with respect to each Securities
Account and constitutes a “bank” within the meaning of Section 9-102(a)(8) of the New York UCC with
respect to each Trust Account that is a “deposit account.”



     Section 2.09. [RESERVED].



     Section 2.10. Grant of a Security Interest. To secure the prompt and complete payment when
due of the Obligations and the performance by the Trust of all of the covenants and obligations to
be performed by it pursuant to this Agreement and each other Transaction Document, the Trust (and
the Eligible Lender Trustee, in its capacity as titleholder to the Trust Student Loans) (i) on the
Original Closing Date assigned (and hereby reaffirms such assignment) to the Administrative Agent,
and Granted (and hereby reaffirms such Grant) to the Administrative Agent a security interest in,
all of its right, title and interest in (but none of its obligations under), each of the
Transaction Documents, including all rights and remedies thereunder (excluding any rights and
remedies of the Trust under the Revolving Credit Agreement); and (ii) on the Original Closing Date
further Granted (and hereby reaffirms such Grant) to the Administrative Agent on behalf of the
Secured Creditors (and their respective successors and assigns), a security interest in all of the
Trust’s and the Eligible Lender Trustee’s, on behalf of the Trust, right, title and interest in the
following property, whether now owned or existing or hereafter arising or acquired and wheresoever
located:



     (a) all Trust Student Loans;



     (b) all Collections from Trust Student Loans, including, without limitation, all Interest
Subsidy Payments, Special Allowance Payments, borrower payments and reimbursements of principal and
accrued interest on default claims received and to be received from any Guarantor;



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     (c) all Eligible Investments, funds and accrued earnings thereon held in the Trust Accounts;



     (d) all Records relating to any of the foregoing items;



     (e) all supporting obligations, liens securing any of the foregoing, money and claims and
other rights under insurance policies relating to any of the foregoing;



     (f) all accounts, general intangibles, payment intangibles, instruments, investment property,
documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates
of deposit, deposit accounts and all other property and interests in property of the Trust or the
Eligible Lender Trustee, on behalf of the Trust, whether tangible or intangible; and



     (g) all proceeds of any of the foregoing (collectively, along with the right and title to and
interest of the Trust (and the Eligible Lender Trustee, in its capacity as titleholder to the Trust
Student Loans) in the Transaction Documents pursuant to clause (i) above and all proceeds thereof,
the “Pledged Collateral”).



     The Trust and the Eligible Lender Trustee agree that the foregoing sentence is intended to
grant in favor of the Administrative Agent, on behalf of the Secured Creditors, a first priority
continuing lien and security interest in all of the Trust’s (and the Eligible Lender Trustee’s in
its capacity as titleholder to the Trust Student Loans) personal property from and after the
Original Closing Date. Each of the Trust and the Eligible Lender Trustee authorizes the
Administrative Agent and its counsel to file UCC financing statements in form and substance
satisfactory to the Eligible Lender Trustee, describing the collateral as all personal property of
the Trust. In addition, at the request of the Administrative Agent, the Trust shall file or cause
to be filed, and authorizes the Administrative Agent to file, UCC financing statement assignments
assigning to the Administrative Agent any financing statement showing the Trust as secured party
with respect to the Pledged Collateral. The Trust further confirms and agrees that the
Administrative Agent shall have, following the occurrence or declaration of the Termination Date,
the sole right to enforce the Trust’s rights and remedies under the Transaction Documents with
respect to the Pledged Collateral for the benefit of the Secured Creditors, but without any
obligation on the part of the Administrative Agent or any other Secured Creditor or any of their
respective Affiliates, to perform any of the obligations of the Trust under the Transaction
Documents.



     Section 2.11. Evidence of Debt. Each Managing Agent shall maintain a Note Account (the “Note
Account”) on its books in which shall be recorded (a) all Advances owed to each related Lender in
its related Facility Group by the Trust pursuant to this Agreement, (b) the Aggregate Note Balance
of the Class A Note held by or on behalf of its related Facility Group, (c) all payments of
principal and Financing Costs made by the Trust on such Class A Note, and (d) all appropriate
debits and credits with respect to its related Facility Group as provided in this Agreement
including, without limitation, all fees, charges, expenses and interest. All entries in each
Managing Agent’s Note Account shall be made in accordance with such Managing Agent’s customary
accounting practices as in effect from time to time. The entries in the Note Account shall be
conclusive and binding for all purposes, absent manifest error. Any failure to so record or any
errors in doing so shall not, however, limit or otherwise affect the obligation of the Trust to pay
any amount owing with respect to the Class A Notes or any of the other Obligations.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     Section 2.12. Payments by the Trust. All payments to be made by the Trust shall be made
without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all
payments by, or on behalf of, the Trust for the account of a Conduit Lender, a LIBOR Lender, an
Alternate Lender or a Program Support Provider, as the case may be, shall be made to the
Administrative Agent, for further credit to an account designated by such Conduit Lender, LIBOR
Lender, Alternate Lender or Program Support Provider or its related Managing Agent, in United
States dollars. Such payments (other than amounts already on deposit in the Collection Account)
shall be made in immediately available funds to the Administrative Agent no later than 12:00 noon
on the date specified herein and the Administrative Agent shall forward such amounts to such
Conduit Lender, LIBOR Lender, Alternate Lender or Program Support Provider no later than 1:00 p.m.
on the date specified herein. Payments shall be applied in the order of priority specified in
Section 2.05(b). Any payment which is received later than 1:00 p.m. (other than payments
from amounts already on deposit in the Collection Account) shall be deemed to have been received on
the following Business Day and any applicable interest or fee shall continue to accrue.



     Section 2.13. Payment of Stamp Taxes, Etc. Subject to any limitations set forth in
Section 2.20, the Trust agrees to pay any present or future stamp, mortgage, value-added,
court or documentary taxes or any other excise or property taxes, charges or similar levies imposed
by any federal, state or local governmental body, agency or instrumentality (hereinafter referred
to as “Other Applicable Taxes”) relating to this Agreement, any of the other Transaction Documents
or any recordings or filings made pursuant hereto and thereto.



     Section 2.14. Sharing of Payments, Etc. If, other than as expressly provided elsewhere
herein, any Note Purchaser shall obtain on account of the Class A Notes owned by it any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its Pro Rata Share (or other share contemplated hereunder), such Note Purchaser shall
immediately (a) notify the Administrative Agent of such fact and (b) purchase from the other Note
Purchasers such participations made by them as shall be necessary to cause such purchasing Note
Purchaser to share the excess payment pro rata (based on the Pro Rata Share of each Note Purchaser)
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Note Purchaser, such purchase shall to that
extent be rescinded and each other Note Purchaser shall repay to the purchasing Note Purchaser the
purchase price paid therefor, together with an amount equal to such paying Note Purchaser’s ratable
share (according to the proportion of (i) the amount of such paying Note Purchaser’s required
repayment to (ii) the total amount so recovered from the purchasing Note Purchaser) of any interest
or other amount paid or payable by the purchasing Note Purchaser in respect of the total amount so
recovered. The Trust agrees that any Note Purchaser so purchasing a participation from another
Note Purchaser may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as if such Note
Purchaser was the direct creditor of the Trust in the amount of such participation. The
Administrative Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each case notify each
Managing Agent following any such purchases or repayments.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     Section 2.15. Yield Protection.



     (a) If (i) any Regulatory Change (including a change to Regulation D under the Securities
Act):




     (A) shall impose, modify or deem applicable any reserve (including, without
limitation, any reserve imposed by the Federal Reserve Board), special deposit,
insurance assessment, or similar requirement against assets of any Affected Party,
deposits or obligations with or for the account of any Affected Party or with or for
the account of any Affiliate (or entity deemed by the Federal Reserve Board to be an
affiliate) of an Affected Party, or credit extended to or participated in by any
Affected Party;




     (B) shall change the amount of capital maintained or required or requested or
directed to be maintained by any Affected Party;




     (C) shall impose any other condition, cost or expense affecting this Agreement
or any portion of the Obligations owed or funded in whole or in part by any Affected
Party, or its obligations or rights, if any, to pay any portion of its unused
Commitment or to provide funding therefor (other than any condition or expense
resulting from the gross negligence or willful misconduct of such Affected Party);




     (D) shall change the rate for, or the manner in which the Federal Deposit
Insurance Corporation (or any successor thereto) assesses deposit insurance premiums
or similar charges; or




     (E) subject any Affected Party to any tax of any kind whatsoever with respect
to this Agreement, any Obligations or any LIBOR Advance made by it, or change the
basis of taxation of payments to such Affected Party in respect thereof (except for
Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition
of, or any change in the rate of, any Excluded Tax payable by such Affected Party,



     or (ii) an Accounting Based Consolidation Event shall at any time occur,



     and the result of any of the foregoing is or would be:




     (A) to increase the cost to or to impose a cost in any material amount on an
Affected Party funding or making or maintaining any portion of the Obligations, or
any purchases, reinvestments or loans or other extensions of credit under the
Program Support Agreement or any Transaction Document or any commitment of such
Affected Party with respect to the foregoing;




     (B) to reduce the amount of any sum received or receivable by an Affected Party
under this Agreement, or under any Program Support Agreement or any Transaction
Document with respect thereto;



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     (C) in the sole determination of such Affected Party, to reduce the rate of
return on the capital of an Affected Party as a consequence of its obligations
hereunder or under any Program Support Agreement or arising in connection herewith
to a level below that which the Affected Party could otherwise have achieved; or




     (D) to cause an internal capital charge or other imputed cost upon such
Affected Party, which in the sole determination of such Affected Entity is allocable
to the Trust or the transactions contemplated in this Agreement;


then on or before the 30th day following the date of demand by such Affected Party
(which demand shall be accompanied by a statement setting forth in reasonable detail the basis of
such demand), the Trust shall pay directly to such Affected Party such additional amount or amounts
as will compensate such Affected Party for such additional or increased cost or charge or such
reduction; provided, that such additional amount or amounts shall not be payable with
respect to any period in excess of 90 days prior to the date of demand by the Affected Party unless
(1) the effect of the Regulatory Change or Accounting Based Consolidation Event is retroactive by
its terms to a period prior to the date of the Regulatory Change or Accounting Based Consolidation
Event, as applicable, in which case any additional amount or amounts shall be payable for the
retroactive period but only if the Affected Party provides its written demand not later than 90
days after such Regulatory Change or Accounting Based Consolidation Event; or (2) the Affected
Party reasonably and in good faith did not believe the Regulatory Change or Accounting Based
Consolidation Event resulted in such an additional or increased cost or charge or such a reduction
during such prior period. Each Affected Party agrees that the Trust shall not be asked to pay
amounts which the Affected Party’s similarly situated customers are not being requested to pay.




     (b) Each Affected Party will promptly notify the Administrator and the Administrative Agent of
any event of which it has actual knowledge which will entitle such Affected Party to any
compensation pursuant to this Section; provided, however, no failure or delay in
giving such notification shall adversely affect the rights of any Affected Party to such
compensation.



     (c) In determining any amount provided for or referred to in this Section, an Affected Party
may use any reasonable averaging or attribution methods that it (in its sole discretion exercised
in good faith) shall deem applicable and which it applies on a consistent basis. Any Affected
Party when making a claim under this Section shall submit to the Administrator and the
Administrative Agent a statement as to such increased cost or reduced return (including calculation
thereof in reasonable detail), which statement shall, in the absence of manifest error, be
conclusive and binding upon the Trust and the Administrative Agent.



     Section 2.16. Extension of Scheduled Maturity Date. Provided that no Amortization Event or
Termination Event shall have occurred and be continuing, the Trust, acting through the
Administrator, may, at any time during the period which is no more than 90 days or less than 45
days immediately preceding the Scheduled Maturity Date (as such date may have been previously
extended pursuant to this Section 2.16), request that the then applicable Scheduled
Maturity Date be extended for an additional period of up to 364 days. Any such request shall be



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





in writing and delivered to each Managing Agent and the Administrative Agent. None of the
Lenders, Managing Agents or Facility Groups shall have any obligation to extend the Scheduled
Maturity Date at any time. Any such extension of the Scheduled Maturity Date with respect to a
Lender shall be effective only upon the written agreement of the Trust, the Managing Agent for such
Lender’s Facility Group, such Lender and, if applicable, the related Conduit Lender. Each Managing
Agent will (on behalf of its related Note Purchasers) respond to any such request by providing a
response to the Trust and the Administrative Agent within the later of (i) 30 days of its receipt
of such request and (ii) 30 days prior to the then-effective Scheduled Maturity Date;
provided, however, that if any Facility Group determines that it will not renew its
Commitment prior to the response date set forth above, the related Managing Agent shall notify the
Administrator as soon as practicable after such determination has been made. Any failure by a
Managing Agent to respond by the later of the dates set forth in clause (i) and (ii) of the
preceding sentence shall be deemed to be a rejection of the requested extension by such Managing
Agent and the related Lenders in its Facility Group. If one or more Managing Agents (but less than
all) does not extend the Scheduled Maturity Date, the provisions of Section 2.21(b) shall
apply with respect to its Facility Group and the Scheduled Maturity Date shall be extended with
respect to the remaining Facility Groups. Notwithstanding the foregoing, in connection with each
extension of the Scheduled Maturity Date as provided herein, the Trust shall provide an Opinion of
Counsel to the effect that each Advance evidenced under the Class A Notes will constitute
indebtedness for United States federal income tax purposes.



     Section 2.17. Servicer Advances. In the event that, on the Settlement Date relating to any
Settlement Period, the amount on deposit in the Collection Account which is allocable to the
payment of amounts described in Sections 2.05(b)(ii) through (iv) due and payable
on such Settlement Date is not sufficient to pay such amounts, the Master Servicer may, if
permitted pursuant to its Servicing Agreement, make an advance in an amount equal to such
insufficiency to the extent it believes such Servicer Advance will be recoverable.



     Section 2.18. Release and Transfer of Pledged Collateral.



     (a) The Administrative Agent hereby agrees to release its lien on that portion of the Pledged
Collateral transferred from the Trust to the Depositor or the Servicer as a result of purchases or
repurchases (including substitutions) of Trust Student Loans pursuant to the Sale Agreement, the
Conveyance Agreement, the Tri-Party Transfer Agreement, any Purchase Agreement or any Servicing
Agreement; provided, however, that with respect to a repurchase of a Student Loan
pursuant to the Sale Agreement, the Conveyance Agreement, the Tri-Party Transfer Agreement or a
Purchase Agreement that is not a Permitted Release covered by clause (b) below, it shall be a
condition to such release that the Administrative Agent shall have received cash into the
Administration Account in an amount equal to the sum of (i) the product of the Applicable
Percentage (determined as if each Student Loan were an Eligible FFELP Loan) multiplied by the
Principal Balance of such Student Loan and (ii) any amount previously drawn under the Revolving
Credit Agreement to purchase such Student Loan (as reduced by any payments of principal received on
such Student Loan, proportionately, based on the portion of the purchase price of such Student Loan
financed under the Revolving Credit Agreement) or, in the case of any substitution, the Trust shall
have received new Eligible FFELP Loans with a Principal Balance equal to or greater than the
Principal Balance of the Student Loans being released and the tests set forth in Section
2.18(b)(ii)(B) and (C) shall be satisfied; and provided



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]


further, that with respect to purchases of Student Loans by a Servicer required or
expressly permitted as a result of the related Servicing Agreement that is not a Permitted Release
covered by clause (b) below, the Administrative Agent has received cash into the Administration
Account in an amount equal to that set forth in Section 3.05(a) of the Servicing Agreement
or, in the case of any substitution, the Trust shall have received new Eligible FFELP Loans with a
Principal Balance equal to or greater than the Principal Balance of the Student Loans being
released and the tests set forth in Section 2.18(b)(ii)(B) and (C) shall be
satisfied.




     (b) In addition, the Administrative Agent hereby further agrees to release its lien on that
portion of the Pledged Collateral transferred from the Trust to the Depositor or an Affiliate
thereof in connection with a Permitted Release. The release of the Administrative Agent’s security
interest in any Released Collateral pursuant to this Section 2.18(b) shall be subject to
the following conditions precedent unless the Required Managing Agents (or following a Termination
Event or Amortization Event or with respect to a failure to satisfy condition (ii)(B) below, all of
the Managing Agents exclusive of any Managing Agent for any Distressed Lender) have waived such
condition (and by transferring the Pledged Collateral the Trust shall be deemed to have certified
that all such conditions precedent are satisfied):




     (i) such release shall be a Permitted Release,




     (ii) before and after giving effect to such release and to any simultaneous acquisition
of Trust Student Loans at such time,




     (A) there shall not exist any Amortization Event, Servicer Default, Termination
Event or Potential Termination Event;




     (B) the Minimum Asset Coverage Requirement is met; and




     (C) the Weighted Average Remaining Term in School shall be less than 24 months,




     (iii) three Business Days prior to any such release that is a Take Out Securitization,
a Fair Market Auction, Whole Loan Sale, a Permitted SPE Transfer, a Permitted Seller
Buy-Back, a Permitted Excess Collateral Release or a Servicer Buy-Out, the Trust, acting
through the Administrator, shall have delivered a notice describing the Trust Student Loans
proposed to be released substantially in the form and substance of Exhibit F
attached hereto (a “Notice of Release”) to the Administrative Agent, certifying that the
foregoing conditions described in clause (ii) above shall have been satisfied in connection
therewith, together with a pro forma report in the form attached hereto as Exhibit
G, demonstrating compliance with the conditions described in clause (ii) above,




     (iv) on or prior to such Permitted Release, the Trust shall have deposited (I) into the
Administration Account cash in an amount equal to the sum of (A) the product of the
Applicable Percentage (determined as if each Trust Student Loan proposed to be released were
an Eligible FFELP Loan) multiplied by the Principal Balance of each Trust Student Loan
proposed to be released and (B) any amount previously drawn under the Revolving Credit
Agreement to purchase such Student Loan (as reduced by any payments of principal received on
such Student Loan, proportionately, based on the portion of the



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





purchase price of such Student Loan financed under the Revolving Credit Agreement) and
(II) into the Collection Account cash in an amount equal to all Financing Costs (including
Step-Up Fees) due and not paid as of the most recent Settlement Date, and




     (v) if such release involves Trust Student Loans with an aggregate Principal Balance of
more than $500,000,000, the Trust, acting through the Administrator, shall have made the
required deliveries under Section 2.25(f).



     (c) Within five Business Days after each release of collateral hereunder in connection with a
Take Out Securitization, the Trust, acting through the Administrator, shall deliver to the
Administrative Agent a reconciliation statement (the “Release Reconciliation Statement”) which
shall include an updated calculation, based on actual figures, in the form attached as Exhibit
H, confirming that the Minimum Asset Coverage Requirement was satisfied before and after giving
effect to the related release. If the Release Reconciliation Statement shows that the value of the
released Trust Student Loans was greater than the value provided on the Notice of Release, then the
Trust shall deposit such difference into the Administration Account.



     (d) No more than once per calendar month during the Revolving Period, on any date between the
delivery of the monthly Valuation Report during such month and the Settlement Date occurring during
such month, so long as the Asset Coverage Ratio exceeds the Minimum Asset Coverage Requirement and
no Step-Down Deficiency or Exiting Facility Group Amortization Period exists, the Trust shall be
permitted to dividend, distribute or otherwise transfer Trust Student Loans to the holder of the
Excess Distribution Certificate with an aggregate Principal Balance in an amount that would not
cause the Asset Coverage Ratio to be less than the Minimum Asset Coverage Requirement;
provided, however, that (i) if the aggregate Principal Balance of the Trust Student
Loans to be transferred exceeds $500,000,000, then the Trust shall only be permitted to transfer
such Trust Student Loans on or after the third (3rd) Business Day following the delivery
of the information described in Section 2.25(f); and (ii) the Trust shall have deposited
into the Collection Account an amount equal to all Financing Costs (including Step-Up Fees) due and
not paid as of the most recent Settlement Date. The Administrative Agent hereby agrees to release
its lien on that portion of the Pledged Collateral transferred from the Trust to the holder of the
Excess Distribution Certificate as a Permitted Release and the provisions of Section
2.18(b) (excluding clause (iv)(I)(A) thereof) shall apply to such release.



     Section 2.19. Effect of Release. Upon the satisfaction of the conditions in Section
2.18, all right, title and interest of the Administrative Agent in, to and under such Released
Collateral shall terminate and revert to the Trust, its successors and assigns, and the right,
title and interest of the Administrative Agent in such Released Collateral shall thereupon cease,
terminate and become void; and, upon the written request of the Trust, acting through its
Administrator, its successors or assigns, and at the cost and expense of the Trust, the
Administrative Agent, acting through the Administrator, shall deliver and, if necessary, execute
such UCC-3 financing statements and releases prepared by and submitted to the Administrative Agent
for authorization as are necessary or reasonably requested in writing by the Trust, acting through
the Administrator, to terminate and remove of record any documents constituting public notice of
the security interest in such Released Collateral granted hereunder being released.



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     Section 2.20. Taxes.



     (a) All payments made by the Trust under this Agreement shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding any U.S.
federal taxes (other than federal withholding taxes on interest), net income taxes and franchise
taxes or branch profit taxes (imposed in lieu of net income taxes) imposed on the Administrative
Agent, any Managing Agent, any Lender or any Program Support Provider as a result of a present or
former connection between the Administrative Agent, the Syndication Agent, each Co-Valuation Agent,
any Managing Agent, such Lender or any Program Support Provider and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing authority thereof
or therein (other than any such connection arising solely from the Administrative Agent, any
Managing Agent, such Lender or any Program Support Provider having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement or any other Transaction
Document) (collectively, the “Excluded Taxes”). If any non-Excluded Taxes, levies, imposts,
duties, charges, fees of any kind, deductions, withholdings or assessments (including, but not
limited to any current or future stamp as documentary taxes or any other excise or property taxes,
charges or similar levies, but excluding Excluded Taxes) (“Other Taxes”) are required to be
withheld from any amounts payable to the Administrative Agent, the Syndication Agent, each
Co-Valuation Agent, any Managing Agent, any Lender or any Program Support Provider hereunder, the
amounts so payable to the Administrative Agent, any Managing Agent, such Lender or any Program
Support Provider shall be increased to the extent necessary to yield to the Administrative Agent,
the Syndication Agent, each Co-Valuation Agent, any Managing Agent, such Lender or any Program
Support Provider (after payment of all Other Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement; provided,
however, that the Trust shall not be required to increase any such amounts payable to any
Lender with respect to (i) any Other Taxes that are United States withholding taxes imposed on
amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to
the extent that such Lender’s assignor (if any) was entitled, at the time of the assignment, to
receive additional amounts from the Trust with respect to such Other Taxes pursuant to this
paragraph or (ii) Other Taxes to the extent the Administrative Agent, Managing Agent or Lender will
receive a refund or realize the benefit of a credit or reduction in taxes or amount owed to any
taxing jurisdiction. To be entitled to receive additional amounts for Other Taxes, the
Administrative Agent, Managing Agent or Lender must certify to the Trust that, based upon advice
from one of its inside or outside tax advisors, such Administrative Agent, Managing Agent or Lender
does not reasonably expect to receive a refund or realize the benefit of a credit or reduction in
taxes or amount owed to any taxing jurisdiction as a result of such Other Taxes.



     (b) In addition, the Trust shall pay to the relevant Governmental Authority in accordance with
applicable law all Other Taxes imposed upon the Administrative Agent, any Managing Agent, such
Lender or any Program Support Provider that arise from any payment made hereunder or from the
execution, delivery, or registration of or otherwise similarly with respect to, this Agreement.



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     (c) Whenever any Other Taxes are payable by the Trust, the Administrative Agent or the
applicable Managing Agent shall promptly notify the Trust in writing and as soon as practicable,
but no later than 30 days thereafter the Trust shall send to the Administrative Agent for its own
account or for the account of the Syndication Agent, any Co-Valuation Agent, any Managing Agent,
any Program Support Provider or relevant Lender, as the case may be, a certified copy of an
original official receipt received by the Trust showing payment thereof. The Trust agrees to
indemnify the Administrative Agent, any Managing Agent, any Program Support Provider and each
Lender within 10 days after demand therefor from and against the full amount of the Other Taxes
arising out of this Agreement (whether directly or indirectly) imposed upon or paid by the
Administrative Agent, any Managing Agent, any Program Support Provider or such Lender and any
liability (including penalties, interest, and expenses arising with respect thereto), regardless of
whether such Other Taxes were correctly or legally asserted by the relevant Governmental Authority;
provided, that such Lender shall have provided the Trust with evidence, setting forth in
reasonable detail, of payment of such Other Taxes, and the certification required in clause (a)
above.



     (d) Each Lender (or transferee) that is not a “U.S. Person” as defined in section 7701(a)(30)
of the Code (a “Non-U.S. Lender”) shall deliver to the Trust and the Administrative Agent and its
Managing Agent two copies of either U.S. Internal Revenue Service form W-8BEN or form W-8ECI, or,
in the case of a Non-U.S. Lender claiming exemption from the withholding of U.S. federal income tax
under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” both a
form W-8BEN and a certificate substantially in the form of Exhibit I (a “2.20(d)
Certificate”) or any subsequent versions thereof or successors thereto, in all cases properly
completed and duly executed by such Non-U.S. Lender, claiming complete exemption from withholding
of U.S. federal income tax on all payments by the Trust under this Agreement. Such forms shall be
delivered by each Non-U.S. Lender at least five Business Days before the date of the initial
payment to be made pursuant to this Agreement by the Trust to such Lender. In addition, each
Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form
previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Trust
at any time it determines that it is no longer in a position to provide any previously delivered
certificate to the Trust (or any other form of certification adopted by the U.S. taxing authorities
for such purpose). Notwithstanding any other provision in this paragraph, a Non-U.S. Lender shall
not be required to deliver any subsequent form pursuant to this paragraph that such Non-U.S. Lender
is not legally able to deliver.



     (e) For any period with respect to which a Lender has failed to provide the Trust, the
Administrative Agent or its Managing Agent with the appropriate form, certificate or other document
described in Section 2.20(d) (unless such failure is due to a change in treaty, law or
regulation, or any interpretation or administration thereof by any Governmental Authority,
occurring after the date on which a form, certificate or other document originally was required to
be provided), such Lender shall not be entitled to indemnification of additional amounts under
Section 2.20 with respect to Other Taxes by reason of such failure; provided,
however, that should a Lender, which is otherwise exempt from or subject to a reduced rate
of withholding tax, become subject to Other Taxes because of its failure to deliver a form required
hereunder, the Trust shall take such steps as such Lender shall reasonably request to recover such
Other Taxes.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     (f) A Lender which is entitled to an exemption from or reduction of non-U.S. withholding tax
under the law of the jurisdiction in which the Trust is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Trust
(with a copy to the Administrative Agent), at the time or times prescribed by the applicable law or
reasonably requested by the Trust, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at a reduced rate;
provided, that such Lender is legally entitled to complete, execute and deliver such
documentation and in such Lender’s judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.



     (g) In cases in which the Trust makes a payment under this Agreement to a U.S. Person with
knowledge that such U.S. Person is acting as an agent for a foreign person, the Trust will not
treat such payment as being made to a U.S. Person for purposes of Treas. Reg. § 1.1441-1(b)(2)(ii)
(or a successor provision) without the express written consent of such U.S. Person.



     (h) Each Lender hereby agrees that, upon the occurrence of any circumstances entitling such
Lender to indemnification or additional amounts pursuant to this Section 2.20, such Lender
shall use reasonable efforts to designate a different lending office if the making of such a change
would avoid the need for, or materially reduce the amount of, any such additional amounts that may
thereafter accrue and would not, in the reasonable judgment of such Lender, be materially
disadvantageous to such Lender.



     (i) If a Lender receives a refund or realizes the benefit of a credit or reduction in respect
of any Other Taxes as to which the Lender has been indemnified by the Trust, or with respect to
which the Trust has paid an additional amount hereunder, the Lender shall, within 30 days after the
date of such receipt or realization, pay over the amount of such refund or credit (to the extent so
attributable, but only to the extent of indemnity payments made, or additional amounts paid, by the
Trust under this Section with respect to the taxes or Other Taxes giving rise to such refund or
credit) to the Trust, net of all out-of-pocket expenses of such Lender related to claiming such
refund or credit, and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund or credit); provided, however, that (i) the
Lender, acting in good faith, will be the sole judge of the amount of any such refund, credit or
reduction and of the date on which such refund, credit or reduction is received, (ii) the Lender,
acting in good faith, shall have absolute discretion as to the order and manner in which it employs
or claims tax refunds, credits, reductions and allowances available to it and (iii) the Trust
agrees to repay the Lender, upon written request from the Lender, as the case may be, the amount of
such refund, credit or reduction received by the Trust, plus any penalties, interest or other
charges imposed by the relevant Governmental Authority, in the event and to the extent, the Lender
is required to repay such refund, credit or reduction to any relevant Governmental Authority.



     (j) Notwithstanding any other provision of this Agreement, in the event that a Lender is party
to a merger or consolidation pursuant to which such Lender no longer exists or is not the surviving
entity (but excluding any change in the ownership of such Lender), any taxes payable under
applicable law as a result of such change shall be considered Excluded Taxes to the extent such
taxes are in excess of the taxes that would have been payable had such change not occurred.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     (k) Within 30 days of the written request of the Trust therefor, the applicable Lender shall
execute and deliver to the Trust such certificates, forms or other documents which can be furnished
consistent with the facts and which are reasonably necessary to assist the Trust in applying for
refunds of taxes remitted hereunder; provided that nothing in this Section 2.20 shall be
construed to require any Lender to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Trust or any other Person.



     (l) The Trust and each Lender will treat the Class A Notes as debt for U.S. federal income tax
purposes.



     (m) The agreements in this Section shall survive the termination of this Agreement and the
payment of all amounts payable hereunder.



     Section 2.21. Replacement or Repayment of Facility Group.



     (a) Departing Facility Group. In the event that (i) the Trust is required to pay amounts
under Section 2.15, 2.20 or 10.08 or Article VIII of this Agreement
that are particular to an individual Lender, a Program Support Provider or its Managing Agent, (ii)
the Administrator reasonably determines that, as a result of a Conduit Lender issuing CP outside
the United States commercial paper market, the funding costs for such Conduit Lender are materially
higher than for other Lenders, (iii) a Program Support Termination Event occurs with respect to a
Program Support Provider or (iv) a Lender becomes a Distressed Lender, then the Trust may require,
at its sole expense and effort, upon notice to such Lender or Program Support Provider or to the
applicable Managing Agent, that the Managing Agent for such Lender or Program Support Provider
assign, without recourse, to one or more financial institutions designated by the Administrator, on
behalf of the Trust, all of the rights and obligations hereunder of all, or with the consent of the
related Managing Agent, the applicable, Lenders or Program Support Providers within such Facility
Group in accordance with Section 10.04; provided, that in the case of any such
assignment resulting from a claim for compensation under Section 2.15 or payments required
to be made pursuant to Section 2.20, such assignment will result in a reduction in such
compensation or payments thereafter; and provided, further that all amounts owing
to any member of the Departing Facility Group shall have been paid in full immediately upon the
effectiveness of such assignment.



     A Managing Agent shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by the affected Lender, Program Support Provider, or Managing
Agent or otherwise, the circumstances entitling the Trust to require such assignment and delegation
cease to apply. Each member of the Departing Facility Group shall cooperate fully with the Trust
in effecting any such assignment.



     (b) Non-Renewing Facility Group. In the event that one or more Managing Agents (but less than
all) gives notice that its Facility Group will not extend the Scheduled Maturity Date pursuant to
Section 2.16, then the Trust, acting through the Administrator, may request that the
Managing Agent for such Facility Group arrange for an assignment to one or more entities and
financial institutions designated by the Administrator, acting on behalf of the Trust, of all of
the rights and obligations hereunder of such Non-Renewing Facility Group. If the Managing Agent
does not comply with such request within ten Business Days of such request, then the



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Administrator, on behalf of the Trust, may arrange for an assignment to one or more existing
Facility Groups or replacement Facility Groups of all of the rights and obligations hereunder of
the Non-Renewing Facility Group in accordance with Section 10.04. Each member of the
Non-Renewing Facility Group shall cooperate fully with the Administrator in effecting any such
assignment. If the Administrator is unable to arrange such an assignment within an additional 15
Business Days, then the Commitment of the Non-Renewing Facility Group to make new Advances
hereunder shall terminate on the relevant Scheduled Maturity Date; provided, that the
Non-Renewing Facility Group shall make a Capitalized Interest Advance in an amount equal to the
lesser of (i) its Pro Rata Share of the Capitalized Interest Account Unfunded Balance and (ii) such
Non-Renewing Facility Group’s unused Commitment on the Business Day prior to its Scheduled Maturity
Date for deposit into the Capitalized Interest Account; provided further, that the
Non-Renewing Facility Group will continue to make Advances in an amount not to exceed the amount of
such Non-Renewing Facility Group’s unused Commitment until its Scheduled Maturity Date. The
Exiting Facility Group Amortization Period for the Non-Renewing Facility Group shall begin on its
Scheduled Maturity Date. So long as the Exiting Facility Group Amortization Period for such
Non-Renewing Facility Group has not terminated pursuant to clause (i) or (ii) of the definition
thereof, at such time as all other Advances made by such Non-Renewing Facility Group have been paid
in full, the aggregate amount of all Capitalized Interest Advances made by the Non-Renewing
Facility Group shall be repaid to such Non-Renewing Facility Group to reduce its portion of the
Aggregate Note Balance to zero.



     (c) [Reserved].



     (d) Termination of the Exiting Facility Group Amortization Period. The Exiting Facility Group
Amortization Period with respect to any Exiting Facility Group shall terminate upon the occurrence
of an Amortization Event or Termination Event. After the occurrence of either such event, the
Exiting Facility Group shall be entitled to payment with respect to the Aggregate Note Balance pro
rata with other Note Purchasers in accordance with Section 2.05(b) or Section 7.03,
as applicable.



     Section 2.22. Notice of Amendments to Program Support Agreements. Each Managing Agent shall
provide the Trust and the Administrator with written notice of any amendment to the Program Support
Agreements executed in connection with this Agreement if such amendment is reasonably expected by
such Managing Agent to result in any material increase in costs or expenses for the Trust or
otherwise materially impact the Trust.



     Section 2.23. Lender Holding Account.



     (a) Each Non-Rated Lender must, at the time such Lender becomes a party hereto (or, if a
Lender hereunder subsequently becomes a Non-Rated Lender, within ten Business Days of the time it
becomes a Non-Rated Lender), and any other Lender may, in its sole discretion at any time, make an
advance (such advance, the “Lender Holding Deposit”) to the Administrative Agent in an amount equal
to its Pro Rata Share of the Capitalized Interest Account Unfunded Balance (such amount, the
“Required Holding Deposit Amount”). Upon receipt of any such Lender Holding Deposit, the
Administrative Agent shall deposit such funds into a trust account maintained at a Qualified
Institution (each such account, a “Lender Holding Account”), in the name of such Holding Account
Lender and referencing the name of the Trust. The Lender



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Holding Account shall be maintained as a segregated account at the Administrative Agent, and
shall be under the sole dominion and control of the Administrative Agent, on behalf of the
applicable Holding Account Lender and the Trust. The Lender Holding Account shall not be deemed to
be a Trust Account for purposes of this Agreement, but shall be deemed to be property of the
Holding Account Lender held for the benefit of the Trust as described herein, and neither the
Administrator nor the Trust shall have any rights to withdraw funds from such Lender Holding
Account or any interest in or rights to the earnings thereon. Thereafter, until the release and
termination of such Lender Holding Account under clause (b) below, any Capitalized Interest Advance
to be made by such Holding Account Lender shall be made by withdrawing funds from such Lender
Holding Account. Each of the applicable Holding Account Lender and the Trust hereby grants to the
Administrative Agent full power and authority, on behalf of the Trust and the applicable Holding
Account Lender, to withdraw funds from the applicable Lender Holding Account in order to honor such
Holding Account Lender’s obligations to fund any Capitalized Interest Advance.



     (b) Each Lender Holding Account with respect to any Holding Account Lender, once established,
shall continue to be maintained until the earliest of (i) the assignment by such Lender of all of
its rights pursuant to Section 10.04 hereof, (ii) such Lender receiving a short-term
unsecured indebtedness rating of at least A-1 by S&P and P-1 by Moody’s, (iii) such Lender
obtaining a guarantee or letter of credit that causes it to cease to be a Holding Account Lender,
(iv) the funding of a Capitalized Interest Advance through a withdrawal of funds from such Lender
Holding Account that satisfies in full such Holding Account Lender’s obligation to fund further
Capitalized Interest Advances and (v) the payment in full of the Aggregate Note Balance and the
termination of the Commitments hereunder. Upon any of the events described in clauses (i) through
(v) of the immediately preceding sentence, the Administrative Agent, at the times and in the manner
requested by the Holding Account Lender, shall sell, liquidate or otherwise transfer the
investments on deposit in the applicable Lender Holding Account to such accounts as the Holding
Account Lender may request, and release to the Holding Account Lender any remaining funds on
deposit in such Lender Holding Account. If, due to a reduction in or partial assignment of
Commitments of the Holding Account Lender, the amounts on deposit in its Lender Holding Account
exceed the applicable Required Holding Deposit Amount, the Administrative Agent shall, at the
request of such Holding Account Lender, release such excess to such Holding Account Lender.



     (c) From and after the establishment of a Lender Holding Account until one of the events
described in clauses (i) through (v) of the first sentence of Section 2.23(b), the
Administrative Agent shall continue to maintain such Lender Holding Account and shall, at the
direction of the applicable Holding Account Lender, from time to time invest and reinvest the funds
on deposit in such Lender Holding Account in Eligible Investments having a maturity not greater
than those permitted for funds in the Trust Accounts under Section 2.08(a). The funding of
a Lender Holding Deposit shall not be considered an Advance or part of the Aggregate Note Balance
for any purpose under this Agreement, including for purposes of calculating any Yield or Non-Use
Fees owed to the Facility Groups hereunder or under the Lenders Fee Letter, as applicable. The
Administrative Agent shall remit or cause to be remitted to the Managing Agent for each relevant
Holding Account Lender, on each Settlement Date or on such other dates on which the Administrative
Agent and such Managing Agent mutually agree, all realized investment earnings earned or received
in connection with the investment of such funds on




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deposit in the Lender Holding Account of such Holding Account Lender so long as the release of
such earnings would not cause the amount on deposit in the Lender Holding Account to be less than
the Required Holding Deposit Amount. Notwithstanding anything contained herein to the contrary,
neither the Administrative Agent nor the Trust shall have any liability for any loss arising from
any investment or reinvestment made by it in accordance with, and pursuant to, the provisions
hereof.




     Section 2.24. Deliveries by Administrative Agent. The Administrative Agent agrees that it
will forward to the Managing Agents each of the following, promptly after receipt thereof: (a) the
annual Administrator’s statement delivered to the Administrative Agent pursuant to Section
3.02(a) of the Administration Agreement and (b) any notice of a change in the location of the
records of a Servicer delivered to the Administrative Agent pursuant to Section 2.03 of the
Servicing Agreement.



     Section 2.25. Mark-to-Market Valuation.



     (a) In accordance with the Valuation Agent Agreement, the Administrator shall provide to the
Co-Valuation Agents and, upon request, to each Managing Agent, no later than (i) the fifth calendar
day of each month, a collateral tape reflecting the portfolio of Trust Student Loans as of the end
of the immediately preceding calendar month and (ii) if required under the Valuation Agent
Agreement, the fifth calendar day after each Valuation Date, a collateral tape reflecting the
portfolio of Trust Student Loans as of such Valuation Date (provided that portfolio information
from subservicers may not be available). Pursuant to the Valuation Agent Agreement, on or before
the fifth Business Day after receipt of such collateral tape, each Co-Valuation Agent will deliver
to the Administrative Agent two mark-to-market valuations of the Trust Student Loans based on such
collateral tape. The Administrative Agent shall deliver to the Administrator, each Managing Agent
and the Co-Valuation Agents on or before the Business Day following receipt of the mark-to-market
valuations from the Co-Valuation Agents, a Valuation Report setting forth (i) the mark-to-market
valuations submitted by the Co-Valuation Agents and (ii) the resulting Applicable Percentage
determined in accordance with the Valuation Agent Agreement. The Managing Agents may request,
within reason, that such mark-to-market valuations occur more frequently in accordance with and
subject to the terms of the Valuation Agent Agreement.



     (b) If any Managing Agent disagrees at any time with the mark-to-market valuation stated in
the Valuation Report by more than 0.25% (e.g., such Managing Agent believes that a different
percentage, which is at least 0.25% less than the mark-to-market valuation set forth in such
Valuation Report, should be used to reflect the market value of the Trust Student Loans), such
Managing Agent shall submit a notice of such dispute in writing together with such Managing Agent’s
own good faith valuation to each Co-Valuation Agent, the Administrative Agent and the Administrator
within two Business Days after receipt of the related Valuation Report. In such event, the
Co-Valuation Agents shall be required to negotiate with such Managing Agent in good faith to
determine an agreed upon mark-to-market valuation within three Business Days after receipt of such
notice. If the Co-Valuation Agents do not reach an agreement with the Managing Agent within such
three Business Day period, the mark-to-market valuation to be used for determining the new
Applicable Percentage shall be the average of the mark-to-market valuations submitted by the
Co-Valuation Agents and such Managing Agent.



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     (c) If the Administrator disagrees at any time with the mark-to-market valuation stated in the
Valuation Report by more than 0.25% (e.g., the Administrator believes that a different percentage,
which is at least 0.25% greater than the mark-to-market valuation set forth in such Valuation
Report, should be used to reflect the market value of the Trust Student Loans), the Administrator
shall submit a notice of such dispute in writing to the Administrative Agent and each Co-Valuation
Agent within two Business Days after receipt of the related Valuation Report. The Co-Valuation
Agents shall be required to negotiate with the Administrator in good faith to determine an agreed
upon mark-to-market valuation within three Business Days after receipt of such notice. At the end
of such period, each Co-Valuation Agent shall resubmit its good faith valuation (adjusted, to the
extent applicable, following such negotiation) to the Administrative Agent and the mark-to-market
valuation to be used for determining the new Applicable Percentage shall be the average of the
mark-to-market valuations submitted by the Co-Valuation Agents.



     (d) During the pendency of any dispute described in clause (b) or (c) above, the Applicable
Percentage to be applied shall be the disputed Applicable Percentage set forth in the Valuation
Report; provided, however, that to the extent the Administrator has disputed the
Applicable Percentage, the Administrator, on behalf of the Trust, shall cause to be transferred
into the Administration Account amounts required to cure any breach of the Minimum Asset Coverage
Requirement based on the disputed Applicable Percentage, which amounts shall be maintained therein
until such dispute is resolved, at which time the Administrator, on behalf of the Trust, may, if
the dispute is resolved at a higher valuation, withdraw the portion of such payment that is no
longer required to satisfy the Minimum Asset Coverage Requirement and release such amount to the
Trust. To the extent an Applicable Percentage changes due to either a mark-to-market valuation or
as a result of the process required to obtain a periodic ratings confirmation letter, all new
Eligible FFELP Loans shall thereafter be sold to the Trust using such revised Applicable
Percentages, and with respect to all Eligible FFELP Loans then owned by the Trust, the
Administrator, on behalf of the Trust, shall cure any Minimum Asset Coverage Requirement deficiency
by causing cash to be contributed, or by causing Eligible FFELP Loans to be transferred, to the
Trust by the Business Day following the date of adjustment of the Applicable Percentage and deliver
an updated calculation of the Asset Coverage Ratio on such Business Day demonstrating that the
Minimum Asset Coverage will be satisfied after giving effect to such cure.



     (e) No amounts shall be paid to the holder of the Excess Distribution Certificate pursuant to
Section 2.05(b)(xxi) until any dispute as to the Applicable Percentage is resolved and, if
applicable, any additional amounts required to be deposited into the Administration Account to
satisfy the Minimum Asset Coverage Requirement shall have been deposited therein.



     (f) In connection with any Permitted Release under Section 2.18 involving a release of
Trust Student Loans with an aggregate Principal Balance of more than $500,000,000, the Trust,
acting through the Administrator, shall deliver to each Co-Valuation Agent either (i) summary
statistics of the Pledged Collateral being released, together with a copy of a collateral tape
describing the released assets, to the extent such a tape has been prepared and delivered to any
third parties in connection with such release, or (ii) an updated collateral tape reflecting the
portfolio of Trust Student Loans after giving effect to such release. The Trust, acting through
the Administrator, shall also use commercially reasonable efforts to provide, with reasonable



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promptness, such other information as may be reasonably requested by any Managing Agent in
connection with such release.



     (g) The parties agree that, for purposes of this Agreement and the Valuation Agent Agreement,
delivery of any collateral tape shall be effective if (i) the same is posted through the
Administrator’s customary file transfer protocols as in effect on the Original Closing Date (as
such protocols may be modified in a manner mutually acceptable to the Administrator and the
Co-Valuation Agents), and (ii) notice of such posting is given to the applicable recipient in
accordance with Section 10.02.



     Section 2.26. Inability to Determine Rates. If the Required Managing Agents determine, for
any reason in connection with any request for a LIBOR Advance, that (a) dollar deposits are not
being offered to banks in the London interbank eurodollar market for the applicable amount and
Tranche Period of such LIBOR Advance, (b) adequate and reasonable means do not exist for
determining the LIBOR Base Rate for any requested Tranche Period with respect to a proposed LIBOR
Advance, or (c) the LIBOR Base Rate for any requested Tranche Period with respect to a proposed
LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such
Advance, the Administrative Agent will promptly so notify the Trust and each Lender. Thereafter,
the obligation of the Lenders to make or maintain a LIBOR Advance shall be suspended until the
Administrative Agent (upon the instruction of the Required Managing Agents) revokes such notice.
Upon receipt of such notice, the Trust may revoke any pending request for a LIBOR Advance, or
failing that, will be deemed to have converted such request into a request for Base Rate Advances
in the amount specified therein.



     Section 2.27. Calculation of Monthly Yield. On or before the fifth calendar day after the
last day of any Settlement Period, each Managing Agent shall notify the Administrator and the
Administrative Agent of the Yield payable to its Facility Group on the succeeding Settlement Date
together with, (i) if interest for any portion of any Class A Note for any portion of such
Settlement Period is determined by reference to the CP Rate, the applicable CP Rate for such
Settlement Period for the applicable Conduit Lender and if such CP Rate is calculated based on
match-funding rather than pool funding, the Related LIBOR Rate applicable to such Conduit Lender;
(ii) if interest for any portion of any Class A Note for any portion of such Settlement Period is
determined by reference to the LIBOR Rate, such Managing Agent’s calculation of the applicable
LIBOR Rate for such Settlement Period (which rate may be based on such Managing Agent’s good faith
estimates of the LIBOR Rates to be in effect during the remainder of such Interest Accrual Period)
and (iii) any Estimated Interest Adjustments owing in respect of the previous Settlement Date.



ARTICLE III.




THE NOTES




     Section 3.01. Form of Class A Notes Generally.



     (a) The Class A Notes shall be in substantially the form set forth in Exhibit J with
such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Agreement, and may have such letters, numbers or other marks of identification



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





and such legends or endorsements placed thereon as may, consistently herewith, be determined
by the officers executing such Class A Notes, as evidenced by their execution of the Class A Notes.



     (b) The Class A Notes shall be typewritten or printed.



     (c) The Class A Notes shall be issuable only in registered form and with a maximum aggregate
principal amount that, when aggregated with the maximum aggregate principal amounts of each other
Outstanding Class A Note, will not be less than the Maximum Financing Amount. One Class A Note in
the maximum aggregate principal amount equal to the Pro Rata Share of the Maximum Financing Amount
of each Facility Group shall be registered in the name of the Managing Agent for such Facility
Group.



     (d) All Class A Notes shall be substantially identical except as to maximum denomination and
except as may otherwise be provided in or pursuant to this Section.



     Section 3.02. Securities Legend. Each Note issued hereunder will contain the following
legend:




     THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY AUTHORITY OF ANY STATE. THIS NOTE HAS
BEEN OFFERED AND SOLD PRIVATELY. THE REGISTERED OWNER HEREOF ACKNOWLEDGES THAT THESE
SECURITIES ARE “RESTRICTED SECURITIES” THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT AND AGREES FOR THE BENEFIT OF THE TRUST AND ITS AFFILIATES THAT THESE SECURITIES MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) TO A PERSON WHOM THE
TRANSFEROR REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON REGULATION D, AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION OR (II) TO A PERSON IN A TRANSACTION THAT IS REGISTERED UNDER THE SECURITIES
ACT OR THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING THIS NOTE, REPRESENTS
AND AGREES FOR THE BENEFIT OF THE DEPOSITOR, THE ADMINISTRATOR, THE ADMINISTRATIVE AGENT AND
THE ELIGIBLE LENDER TRUSTEE THAT: IT IS AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN
RULE 501(a)(1)-(3) AND (7) OF REGULATION D UNDER THE SECURITIES ACT) OR AN ENTITY IN WHICH
ALL THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS; ITS ACQUISITION OF THIS NOTE IS OTHERWISE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY



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APPLICABLE STATE SECURITIES LAWS AND IT IS HOLDING THIS NOTE FOR INVESTMENT PURPOSES
AND NOT FOR DISTRIBUTION.



     Section 3.03. Priority. Except as permitted by Section 2.05(b), Section 2.21
or Section 7.03(b), all Class A Notes issued under this Agreement shall be in all respects
equally and ratably entitled to the benefits hereof and secured by the Pledged Collateral without
preference, priority or distinction on account of the actual time or times of authentication and
delivery, all in accordance with the terms and provisions of this Agreement. All payments of
Financing Costs on the Class A Notes shall be made pro rata among all Outstanding Class A Notes
based on the amount of Financing Costs owed on such Class A Notes, without preference or priority
of any kind. Except as provided in Sections 2.05(b) and 2.21, payments of
principal on the Class A Notes shall be made pro rata among all Outstanding Class A Notes, without
preference or priority of any kind.



     Section 3.04. Execution and Dating. The Class A Notes shall be executed on behalf of the
Trust by any of the Authorized Officers of the Eligible Lender Trustee. The signature of any of
these officers on the Class A Notes may be manual or facsimile. Each Note shall be dated the date
of its execution.



     Section 3.05. Registration, Registration of Transfer and Exchange, Transfer Restrictions.



     (a) The Trust shall cause to be kept a register (the “Note Register”) in which, subject to
such reasonable regulations as it may prescribe, the Trust shall provide for the registration of
the Class A Notes and for transfers of the Class A Notes. The Administrative Agent, acting solely
for this purpose as agent for the Trust, shall serve as “Note Registrar” for the purpose of
registering the Class A Notes and transfers of the Class A Notes as herein provided.



     (b) Upon surrender for registration of transfer of any Note at the address of the Trust
referred to in Exhibit M, the Trust shall execute and deliver in the name of the designated
transferee or transferees, one or more new Class A Notes of any authorized denominations and of a
like tenor and aggregate principal amount.



     (c) At the option of the Registered Owner, Class A Notes may be exchanged for other Class A
Notes of the same series and of like tenor in a maximum principal amount consistent with
Section 3.01(c), upon surrender of the Class A Notes to be exchanged at such office or
agency. Whenever any Class A Notes are so surrendered for exchange, the Trust shall execute and
deliver the Class A Notes, which the Registered Owner making the exchange is entitled to receive.



     (d) All Class A Notes issued upon any registration of transfer or exchange of Class A Notes
shall be the valid obligations of the Trust, evidencing the same debt, and entitled to the same
benefits under this Agreement, as the Class A Notes surrendered upon such registration of transfer
or exchange.



     (e) Every Note presented or surrendered for registration of transfer or for exchange shall (if
so required by the Trust or the Administrative Agent) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Trust and the Note



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Registrar duly executed, by the Registered Owner thereof or his attorney duly authorized in
writing with such signature guaranteed by a commercial bank or trust company, or by a member firm
of a national securities exchange, and such other documents as the Administrative Agent may
require. The Trust shall notify the Administrative Agent, as the Note Registrar, of each transfer
or exchange of Class A Notes.



     (f) No service charge shall be made for any registration of transfer or exchange of Class A
Notes, but the Trust or the Administrative Agent may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any registration of
transfer or exchange of Class A Notes.



     Section 3.06. Mutilated, Destroyed, Lost and Stolen Class A Notes.



     (a) If any mutilated Class A Note is surrendered to the Administrative Agent, the Trust shall
execute and deliver in exchange therefor a new Class A Note of the same series and of like tenor
and maximum principal amount and bearing a number not contemporaneously outstanding. If there
shall be delivered to the Trust (i) evidence to the Trust’s satisfaction of the destruction, loss
or theft of any Class A Note and (ii) such security or indemnity as may be required by them to hold
the Trust and any of its agents, including the Administrative Agent and the Eligible Lender
Trustee, harmless, then, in the absence of notice to the Trust that such Class A Note has been
acquired by a bona fide purchaser, the Trust shall execute and deliver, in lieu of any such
destroyed, lost or stolen Class A Note, a new Class A Note of the same series and of like tenor and
principal amount and maximum principal amount and bearing a number not contemporaneously
outstanding.



     (b) In case any such mutilated, destroyed, lost or stolen Class A Note has become or is about
to become due and payable, the Trust in its discretion may, instead of issuing a new Class A Note,
pay such Class A Note.



     (c) Upon the issuance of any new Class A Note under this Section, the Trust may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Note Registrar)
connected therewith.



     (d) Every new Class A Note issued pursuant to this Section in lieu of any destroyed, lost or
stolen Class A Note shall constitute an original additional contractual obligation of the Trust,
whether or not the destroyed, lost or stolen Class A Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately
with any and all other Class A Notes duly issued hereunder.



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



     Section 3.07. Persons Deemed Owners. Prior to due presentment of a Class A Note for
registration of transfer, the Trust, the Administrative Agent and any agent of the Trust or the
Administrative Agent may treat the Person in whose name such Class A Note is registered as the
absolute owner of such Class A Note for the purpose of receiving payment of principal of and



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Financing Costs on such Class A Note and for all other purposes whatsoever, whether or not
such Class A Note be overdue, and none of the Trust, the Administrative Agent or any agent of the
Trust or the Administrative Agent shall be affected by notice to the contrary.



     Section 3.08. Cancellation. Subject to Section 3.05(b), all Class A Notes surrendered
for payment, prepayment in whole, registration of transfer or exchange shall, if surrendered to any
Person other than the Trust, be delivered to the Trust and shall be promptly cancelled by the
Trust. The Trust may at any time cancel any Class A Notes previously delivered hereunder which the
Trust may have acquired in any manner whatsoever, and may cancel any Class A Notes previously
executed hereunder which the Trust has not issued and sold. No Class A Notes shall be executed and
delivered in lieu of or in exchange for any Class A Notes cancelled as provided in this Section,
except as expressly permitted by this Agreement. All cancelled Class A Notes held by the Trust
shall be held or destroyed by the Trust in accordance with its standard retention or disposal
policy as in effect at the time.



     Section 3.09. CUSIP/DTC Listing. Each of the Administrator, SLM Corporation and the Trust
hereby covenants and agrees, at the request of any Lender, to take any actions reasonably requested
by any such requesting Lender in order to obtain a CUSIP number for such Lender’s Class A Notes or
to list such Lender’s Class A Notes on The Depository Trust Company (“DTC”); provided,
however, that the Trust shall not be required to pay amounts under Section 2.15,
2.20 or 10.08 as a result of such action. The requesting Lender agrees to pay all
costs and expenses (other than legal expenses) associated with obtaining any such CUSIP number or
making such listing on DTC, and the Administrator agrees to pay all costs and expenses associated
with any amendments to be made to this Agreement as determined to be reasonably necessary to
accomplish the foregoing; provided further, that the parties hereto agree that no
amendment fee in connection therewith will apply.



     Section 3.10. Legal Final Maturity Date. The Class A Notes shall be due and payable in full
on the Legal Final Maturity Date.



ARTICLE IV.




CONDITIONS TO ORIGINAL CLOSING DATE, A&R CLOSING DATE AND
ADVANCES




     Section 4.01. Conditions Precedent to Original Closing Date. The parties hereto hereby agree
that the following conditions precedent to the purchase of the Notes under the Initial Note
Purchase Agreement on the Original Closing Date were represented by the Trust to have been
satisfied or were otherwise waived in writing by the Required Managing Agents on or prior to the
Original Closing Date:



     (a) the following documents and opinions have been delivered to the Administrative Agent, in
form and substance satisfactory to each Managing Agent:




     (i) executed copies of the Transaction Documents and each Note,




     (ii) UCC-1 Financing Statements;



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     (iii) Officer’s Certificates of the Trust, the Eligible Lender Trustee, the
Administrator, the Master Servicer, SLM Corporation, each Seller, the Master Depositor, and
the Depositor certifying, in each case the articles of incorporation or equivalent
organization document, certificate of formation, by-laws or the equivalent, board
resolutions, good standing certificates and the incumbency and specimen signature of each
officer authorized to execute the Transaction Documents (on which certificates the
Administrative Agent, Managing Agents and Note Purchasers may conclusively rely until such
time as the Administrative Agent and the Managing Agents shall receive from the applicable
Person a revised certificate meeting the requirements of this clause);




     (iv) Officer’s Certificates of the Trust certifying that each of the Guarantee
Agreements that have been provided to the Administrative Agent are true and correct copies
thereof and remain in full force and effect;




     (v) Opinions of Counsel to the Trust, the Depositor, the Master Depositor, each Seller,
the Administrator, the Master Servicer, SLM Corporation, and the Eligible Lender Trustee in
form and substance acceptable to the Administrative Agent; with respect to, among other
things: (A) the due organization, good standing and power and authority of each of the
Transaction Parties; (B) the due authorization, execution and delivery of each of the
Transaction Documents by the Transaction Parties party thereto; (C) the enforceability of
each of the transaction documents against each of the Transaction Parties party thereto; (D)
that all governmental consents or filings required under New York or federal law or
applicable corporate law in connection with the execution, delivery and performance of the
Transaction Documents have been made; (E) the absence of conflicts with organizational
documents, laws, regulations, court orders or contracts arising from the execution, delivery
and performance by the Transaction Parties of the Transaction Documents; (F) the exemption
from registration of the Notes under the Securities Act; (G) the exemption of the Trust and
the Depositor from registration under the Investment Company Act; (H) the validity and
perfection of the security interests created under the Transaction Documents; (I) that each
transfer of assets under the Purchase Agreements, the Conveyance Agreement and the Tri-Party
Transfer Agreement constitutes a “true sale” in the event of the bankruptcy of the
applicable Seller or, in the case of the Conveyance Agreement, the Master Depositor; (J) the
priority of any security interests created under the Transaction Documents; (K) the
non-consolidation of the assets and liabilities of the Depositor and the Trust with the
Sellers, the Master Depositor, Sallie Mae, Inc. and SLM Corporation in the event of the
bankruptcy of any such entity; and (L) the treatment of the Class A Notes as debt for
federal income tax purposes and the classification of the Trust not as an association or
otherwise taxable as a corporation for federal income tax purposes;




     (vi) a schedule of all Trust Student Loans as of the Closing Date;




     (vii) UCC search report results dated a date reasonably near the Closing Date listing
all effective financing statements which name the Trust, any Seller, the Master Depositor,
the Depositor or the Eligible Lender Trustee (under its present name or any previous names)
in any jurisdictions where filings are to be made under clause (ii) above (or similar
filings would have been made in the past five years);



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




     (viii) financing statement terminations on Form UCC-3, if necessary, to release any
liens;




     (ix) evidence of establishment of the Trust Accounts;




     (x) evidence of any required certification from S&P and Moody’s with respect to
pre-review Conduit Lenders;




     (xi) such powers of attorney as the Administrative Agent or any Managing Agent shall
reasonably request to enable the Administrative Agent to collect all amounts due under any
and all of the Pledged Collateral;




     (xii) a list of any pre-approved Lockbox Bank arrangements and copies of all related
documentation; and




     (xiii) a letter from Moody’s stating that the Class A Notes have received a long term
definitive rating of “Aaa” and the Class B Notes have received a long term definitive rating
of “A2”, in each case subject to customary surveillance procedures;



     (b) all fees due and payable to the Arrangers, the Co-Valuation Agents, the Lenders, the
Managing Agents, the Administrative Agent, the Syndication Agent and the Eligible Lender Trustee on
the Closing Date were paid;



     (c) a review of the portfolio and servicing operations had been conducted by Protiviti Inc.
based on procedures agreed upon among the Managing Agents, the Administrative Agent, the
Administrator and the Master Servicer;



     (d) the Managing Agents completed satisfactory due diligence on the status of SLM
Corporation’s current class action litigation and legal compliance issues;



     (e) the Private Credit Loan Facility and the other FFELP Loan Facilities closed
contemporaneously;



     (f) the senior unsecured debt rating of SLM Corporation was not downgraded by Moody’s or S&P
below investment grade;



     (g) no event had occurred since December 31, 2007 which could reasonably have been expected to
have a material adverse effect on the business, assets or condition of SLM Corporation and its
Affiliates taken as a whole, other than as disclosed to each of the Administrative Agent, the Lead
Arrangers, the Managing Agents and the Lenders prior to January 25, 2008;



     (h) there were no Competing Financing Transactions outstanding or being offered, placed or
arranged, other than the other FFELP Loan Facilities, the Private Credit Loan Facility, the VG
Funding Facility, the Mustang Funding I Facility, the Mustang Funding II Facility and the Phoenix
Fundings Facility;



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     (i) the Administrator delivered to the Administrative Agent evidence of (i) notification to
the administrative agents under the VG Funding Facility, the Mustang Funding I Facility and the
Mustang Funding II Facility that no further advances shall be made thereunder after the Closing
Date; (ii) an irrevocable written request from or on behalf of VG Funding I to terminate the VG
Funding Facility in full on the date of the initial Advance; (iii) written agreement from VG
Funding I and Sallie Mae, Inc., in its capacity as administrator under the VG Funding Facility to
waive any waiting period or extension period during which the lenders under the VG Funding Facility
are stayed from exercising remedies; (iv) an irrevocable written request from or on behalf of each
of Mustang Funding I, LLC and Mustang Funding II, LLC providing for the termination of the Mustang
Funding I Facility and the Mustang Funding II Facility, on or prior to the 15th Business
Day after the date the initial Advance has been made under this Agreement and (v) written agreement
from Mustang Funding I, LLC, Mustang Funding II, LLC and Sallie Mae, Inc., in its capacity as
administrator under the Mustang Funding I Facility and Mustang Funding II Facility to waive any
waiting period or extension period during which the lenders under the Mustang Funding I Facility
and Mustang Funding II Facility are stayed from exercising remedies;



     (j) the aggregate amount of (i) Commitments under the Initial Note Purchase Agreement,
(ii) commitments under the other FFELP Loan Facilities, (iii) commitments under the Private Credit
Loan Facility, (iv) commitments under any Competing Financing Transactions with a commitment
maturity of not less than 364 days, and (v) funds received from any term securitizations or whole
loan sales consummated after January 25, 2008, the proceeds of which have been or will be used to
repay outstanding amounts under the VG Funding Facility, the Mustang Funding I Facility or the
Mustang Funding II Facility and which financings of the type described in this clause (v) were in
excess of any financings projected by SLM Corporation on or prior to January 25, 2008 and which did
not involve a material portion of the unencumbered assets of SLM Corporation or its Affiliates, was
equal to or exceeded $30,000,000,000; and



     (k) such other information, certificates, documents and actions as the Required Managing
Agents and the Administrative Agent reasonably requested had been received or performed.


Capitalized terms used in this Section 4.01 have the meanings assigned thereto in the
Initial Note Purchase Agreement or, if not defined therein, in this Agreement.




     Section 4.02. Conditions Precedent to Advances.



     (a) [Intentionally Reserved].



     (b) Conditions Precedent to All Advances. Each Advance (excluding any Capitalized Interest
Advances) shall be subject to the further conditions precedent, unless waived by the Required
Managing Agents (or, in the case of clauses (iv)(B)(1), (iv)(B)(2), (iv)(B)(4), (iv)(C), (iv)(D),
(iv)(F), (v), (x) and (xi) below, waived by all of the Managing Agents exclusive of any Managing
Agent for any Distressed Lender), that on the date of such Advance (and the Trust, by accepting the
proceeds of such Advance, shall be deemed to have certified that all such conditions unless waived
are satisfied on the date of such Advance):



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




     (i) with respect to any Purchase Price Advance, the Eligible FFELP Loans are being (A)
purchased by the Master Depositor from a Seller (or, if on or after the A&R Closing Date, an
Ongoing Seller) pursuant to a Purchase Agreement, (B) then purchased by the Depositor from
the Master Depositor pursuant to the Conveyance Agreement and (C) subsequently purchased by
the Trust from the Depositor pursuant to the Sale Agreement;




     (ii) with respect to any Purchase Price Advance, on or prior to the Advance Date, the
Trust shall cause to be delivered to the Administrative Agent copies of the relevant
Purchase Agreement (except to the extent previously delivered), Conveyance Agreement (except
to the extent previously delivered), Sale Agreement (except to the extent previously
delivered), bills of sale and blanket endorsements, together with a Schedule of Trust
Student Loans, and copies of all schedules, financing statements and other documents
required to be delivered by the applicable Seller, the Master Depositor and the Depositor as
a condition of purchase thereunder;




     (iii) with respect to any Advance, on or prior to the Advance Date, the Trust shall
cause to be delivered to the Administrative Agent an Advance Request at the time required in
Section 2.02(b);




     (iv) on the Advance Date, the following statements shall be true, and the Trust by
accepting the amount of such Advance shall be deemed to have certified that:




     (A) the representations and warranties contained in Article V are
correct on and as of such day as though made on and as of such date, both before and
after giving effect to such Advance (or, to the extent such representations and
warranties speak as of a specific date, were true and correct on and as of such
date);




     (B) no event has occurred and is continuing, or would result from such Advance,
which constitutes (1) a Termination Event, (2) a Servicer Default, (3) a Potential
Termination Event, or (4) an Amortization Event;




     (C) the Requested Advance Amount does not exceed the Maximum Advance Amount;




     (D) there has occurred no event which could reasonably be determined to have a
Material Adverse Effect with respect to the Trust;




     (E) no law or regulation shall prohibit, and no order, judgment or decree of
any Official Body shall prohibit or enjoin, the making of such Advances in
accordance with the provisions hereof;




     (F) the amount of money equal to any shortfall in the Reserve Account Specified
Balance on such date shall be deposited into the Reserve Account on such date from
the proceeds of such Advance;




     (G) all covenants and agreements contained in the Transaction



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Documents, including the delivery of all reports required to be delivered
thereunder, shall have been complied with by the Trust, subject to any applicable
grace periods or waivers granted; and




     (H) immediately before and after giving effect to such Advance, no Step-Down
Deficiency exists;




     (v) the Termination Date shall not have been declared;




     (vi) with respect to any Purchase Price Advance, the related Servicer, as bailee for
the Administrative Agent for the benefit of the Secured Creditors, shall be in possession of
the original Student Loan Notes or certified copies thereof, to the extent more than one
loan is evidenced by such Student Loan Note, representing the Student Loans being financed
with the proceeds of such Advance;




     (vii) with respect to any Purchase Price Advance, all conditions precedent to the
Trust’s acquisition of the Student Loans to be financed with the proceeds of such Advance
(other than the payment of the purchase price therefor) shall have been satisfied;




     (viii) no suit, action or other proceeding, investigation or injunction, or final
judgment relating thereto, shall be pending or threatened before any court or governmental
agency, seeking to restrain or prohibit or to obtain damages or other relief in connection
with any of the Transaction Documents or the consummation of the transactions contemplated
hereby;




     (ix) no statute, rule, regulation or order shall have been enacted, entered or deemed
applicable by any government or governmental or administrative agency or court that would
make the transactions contemplated by any of the Transaction Documents illegal or otherwise
prevent the consummation thereof;




     (x) after giving effect to such Advance, the Asset Coverage Ratio shall be greater than
or equal to the Minimum Asset Coverage Requirement;




     (xi) the ratings for the Class A Notes shall not have been reduced below the applicable
Required Ratings on such Advance Date;




     (xii) the amount of such Advance, together with any amounts drawn under the Revolving
Credit Agreement in connection with the purchase of the related Student Loans, shall, in the
aggregate, be reasonably equal to the fair market value of such Student Loans;




     (xiii) with respect to any Purchase Price Advance, after giving effect to the purchase
by the Trust of the related additional Eligible FFELP Loans, the Weighted Average Remaining
Term in School shall not be more than 24 months;




     (xiv) the Requested Advance Amount for such Advance Date, together with the aggregate
amount of all advances to be made under the other FFELP Loan Facilities on such Advance
Date, shall not exceed $1,500,000,000;



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




     (xv) the sum of (A) the Requested Advance Amount on such Advance Date, (B) the
aggregate amount of all advances to be made under the other FFELP Loan Facilities on such
Advance Date, (C) the amount of all Advances already made during such calendar week and (D)
the aggregate amount of all advances already made under the other FFELP Loan Facilities
during such calendar week, shall not exceed $5,000,000,000; and




     (xvi) there were no Financing Costs (including Step-Up Fees) due and not paid as of the
most recent Settlement Date.



     (c) Conditions Precedent to Capitalized Interest Advances. Each Capitalized Interest Advance
shall be subject to the following conditions precedent, unless waived by each of the Managing
Agents, that on the date of such Advance (and the Trust, by accepting the proceeds of such Advance,
shall be deemed to have certified that all such conditions unless waived are satisfied on the date
of such Advance):




     (i) the Trust shall cause to be delivered to the Administrative Agent an Advance
Request (and, if the Trust fails to deliver such Advance Request, the Administrative Agent
shall prepare and deliver to the Managing Agents on the Trust’s behalf) at the time required
in Section 2.02(b); and




     (ii) on the Advance Date, the following statements shall be true, and the Trust by
accepting the amount of such Advance shall be deemed to have certified that:




     (A) the Requested Advance Amount for the Capitalized Interest Advance does not,
in the aggregate, exceed the Maximum Advance Amount;




     (B) no law or regulation shall prohibit, and no order, judgment or decree of
any Official Body shall prohibit or enjoin, the making of such Advances in
accordance with the provisions hereof;




     (C) no Event of Bankruptcy shall have occurred with respect to the Trust; and




     (D) the Scheduled Maturity Date shall not have occurred.



     (d) Additional Condition Precedent to Initial Advance for the Purchase of Student Loans from
Phoenix Fundings LLC after the A&R Closing Date. With respect to the initial Purchase Price
Advance after the A&R Closing Date the proceeds of which will be used to purchase Eligible Student
Loans from Phoenix Fundings LLC, such Purchase Price Advance shall be subject to the further
conditions precedent, unless waived by the Required Managing Agents, that the Administrative Agent
shall have received (i) a copy of each purchase agreement pursuant to which Phoenix Fundings LLC
purchased such Student Loans and (ii) a reliance letter permitting the parties hereto to rely on
the true sale opinion of counsel delivered in connection with such purchase of Student Loans by
Phoenix Fundings LLC.



     (e) Additional Condition Precedent to Initial Advance for the Purchase of Student Loans from
VG Funding, LLC after the A&R Closing Date. With respect to the initial



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Purchase Price Advance after the A&R Closing Date the proceeds of which will be used to
purchase Eligible Student Loans from VG Funding, LLC, such Purchase Price Advance shall be subject
to the further conditions precedent, unless waived by the Required Managing Agents, that the
Administrative Agent shall have received (i) a copy of each purchase agreement pursuant to which VG
Funding, LLC purchased such Student Loans and (ii) a reliance letter permitting the parties hereto
to rely on the true sale opinion of counsel delivered in connection with such purchase of Student
Loans by VG Funding, LLC.



     (f) Additional Condition Precedent to Initial Advance for the Purchase of Student Loans from
VL Funding LLC after the A&R Closing Date. With respect to the initial Purchase Price Advance
after the A&R Closing Date the proceeds of which will be used to purchase Eligible Student Loans
from VL Funding LLC, such Purchase Price Advance shall be subject to the further conditions
precedent, unless waived by the Required Managing Agents, that the Administrative Agent shall have
received (i) a copy of each purchase agreement pursuant to which VL Funding LLC purchased such
Student Loans and (ii) a reliance letter permitting the parties hereto to rely on the true sale
opinion of counsel delivered in connection with such purchase of Student Loans by VL Funding LLC
(it being understood that the Administrative Agent received on the A&R Closing Date the agreement
described in clause (i) of the definition of Permitted SPE Sale Agreement and a reliance letter
with respect to the true sale opinion of counsel delivered in connection therewith).



     Section 4.03. Condition Subsequent to Advances (other than the Initial Advance). Within five
Business Days after each Advance other than the initial Advance, the Trust shall cause to be
delivered to the Administrative Agent a reconciliation statement (the “Advance Reconciliation
Statement”) which shall include an updated calculation, based on actual figures, and certification
in the form attached as Exhibit L confirming that the Minimum Asset Coverage Requirement
was satisfied after giving effect to the related Advance. If the Advance Reconciliation Statement
shows that the actual value of the Trust Student Loans was less than the value provided on the pro
forma certification or that the Minimum Asset Coverage Requirement was not satisfied as of the
Advance Date, then the Trust shall deposit into the Administration Account an amount for each Trust
Student Loan equal to the product of (a) the Applicable Percentage for such Trust Student Loan
multiplied by (b) such difference in value. If the Advance Reconciliation Statement shows that the
value of the Trust Student Loans was greater than the value provided on the pro forma
certification, then the Administrative Agent shall release funds to the Depositor in an amount, for
each Trust Student Loan, equal to the product of (x) the Applicable Percentage for such Trust
Student Loan multiplied by (y) such difference in value from the following accounts in order and to
the extent available: first, from the Administration Account and second, from the Collection
Account. Before funds from the Collection Account may be used for this purpose, the Administrator
must determine that the amounts on deposit in the Collection Account as of the date of payment
(excluding any Special Allowance Payments or Interest Subsidy Payments received during the current
Settlement Period) after any withdrawal for this purpose are sufficient to pay items (i) through
(iv) in Section 2.05(b) of this Agreement due and payable on the next Settlement Date.



     Section 4.04. Conditions Precedent to Addition of New Seller. The addition of any new Seller
to a Purchase Agreement shall be subject to the prior written consent of the Administrative Agent
and the further conditions precedent that (a) at least five Business Days



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





prior to the first transfer of Eligible FFELP Loans from such Seller, the Trust or the
Administrator shall have delivered copies of the following documents to the Administrative Agent
and the Managing Agents in form acceptable to the Administrative Agent and the Required Managing
Agents and (b) at least three Business Days prior to the first transfer of Eligible FFELP Loans
from such Seller, the Administrative Agent shall have delivered notice of the proposed addition of
such new Seller to the Rating Agencies:




     (i) Executed agreements adding the Seller (and, if applicable, the eligible lender
trustee for such Seller) to the Purchase Agreement;




     (ii) If applicable, an executed trust agreement with respect to the Seller and the
Seller’s “Eligible Lender Trustee” (as defined in such trust agreement), to the extent the
Seller will be transferring Student Loans with respect to which legal title is held by such
trustee;




     (iii) UCC, tax lien, pending suit and judgment searches against the Seller in the
appropriate jurisdictions;




     (iv) A good standing certificate and organizational documents certified by the
Secretary of State of such Seller’s jurisdiction of organization, together with an officer’s
certificate with respect to such Seller’s organizational documents and incumbency of
officers in the form prepared for the initial Sellers;




     (v) Evidence of filing of UCC financing statements reflecting the Seller and, to the
extent applicable, its eligible lender trustee, in the form prepared for the initial Sellers
in the appropriate jurisdiction; and




     (vi) To the extent not already covered by a legal opinion of outside legal counsel
given to the Administrative Agent, a legal opinion in form reasonably acceptable to the
Administrative Agent with respect to true sale, non-consolidation, enforceability and
security interest issues.



     Section 4.05. Conditions Precedent to A&R Closing Date. The amendment and restatement of the
Initial Note Purchase Agreement pursuant to this Agreement on the A&R Closing Date is subject to
the conditions precedent, unless waived by each of the Managing Agents (and the Trust, by executing
this Agreement, shall be deemed to have certified that all such conditions precedent unless waived
are satisfied on the A&R Closing Date), that:



     (a) the Administrative Agent shall have received on or before the A&R Closing Date the
following documents and opinions, in form and substance satisfactory to each Managing Agent:




     (i) duly executed copies of the A&R Transaction Documents;




     (ii) evidence of the increase in the Aggregate Note Balance of each Class A Note and
evidence of cancellation of each Class B Note;



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




     (iii) Officer’s Certificates of the Trust, the Eligible Lender Trustee, the
Administrator, the Master Servicer, SLM Corporation, each Ongoing Seller, the Master
Depositor, and the Depositor certifying, in each case the articles of incorporation or
equivalent organization document, certificate of formation, by-laws or the equivalent (to
the extent any of the foregoing has been amended or otherwise modified since the Original
Closing Date), board resolutions with respect to the A&R Transaction Documents (and
reconfirming that the resolutions delivered pursuant to Section 4.01(a)(iii) of the
Initial Note Purchase Agreement have not been modified or revoked and are otherwise in full
force and effect), good standing certificates and the incumbency and specimen signature of
each officer authorized to execute the A&R Transaction Documents (on which certificates the
Administrative Agent, the Managing Agents and the Note Purchasers may conclusively rely
until such time as the Administrative Agent and the Managing Agents shall receive from the
applicable Person a revised certificate meeting the requirements of this clause);




     (iv) the Minimum Asset Coverage Requirement shall be satisfied;




     (v) Officer’s Certificates of the Administrator and (solely in the case of subclause
(A)) the Eligible Lender Trustee certifying a listing of each of the (A) Guarantee
Agreements, (B) Servicing Agreements and (C) the Interim Trust Agreements relating to the
Trust Student Loans as being true, correct and complete and that each such agreement remains
in full force and effect, has not been amended or otherwise modified since the Original
Closing Date and has been delivered to the Administrative Agent;




     (vi) Opinions of Counsel to the Trust, the Depositor, the Master Depositor, each
Seller, the Administrator, the Master Servicer and SLM Corporation in form and substance
acceptable to the Administrative Agent; with respect to, among other things: (A) the due
organization, good standing and power and authority of each of the Transaction Parties; (B)
the due authorization, execution and delivery of each of the A&R Transaction Documents by
the Transaction Parties party thereto; (C) the enforceability of each of the A&R Transaction
Documents against each of the Transaction Parties party thereto; (D) that all governmental
consents or filings required under New York or federal law or applicable corporate law in
connection with the execution, delivery and performance of the A&R Transaction Documents
have been made; (E) the absence of conflicts with organizational documents, laws,
regulations, court orders or contracts arising from the execution, delivery and performance
by the Transaction Parties of the A&R Transaction Documents; (F) the exemption from
registration of the Class A Notes under the Securities Act; (G) the exemption of the Trust
and the Depositor from registration under the Investment Company Act; and (H) the treatment
of the Class A Notes as debt for federal income tax purposes and the classification of the
Trust not as an association or otherwise taxable as a corporation for federal income tax
purposes;




     (vii) bring-down Opinions of Counsel to the Trust, the Depositor, the Master Depositor,
each Ongoing Seller, the Administrator, the Master Servicer and SLM Corporation in form and
substance acceptable to the Administrative Agent, stating that the conclusions set forth in
the Opinions of Counsel delivered on the Original Closing Date with respect to (A) each
transfer of assets under the Purchase Agreements, the



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





Conveyance Agreement and the Tri-Party Transfer Agreement constituting a “true sale” in
the event of the bankruptcy of the applicable Ongoing Seller or, in the case of the
Conveyance Agreement, the Master Depositor; (B) the non-consolidation of the assets and
liabilities of the Depositor and the Trust with the Ongoing Sellers, the Master Depositor,
Sallie Mae, Inc. and SLM Corporation in the event of the bankruptcy of any such entity, are
true and correct as of the A&R Closing Date taking into consideration all facts, and any
changes in law, that have occurred since the Original Closing Date; (C) the validity and
perfection of the security interests created under the Transaction Documents; and (D) the
priority of any security interests created under the Transaction Documents will not be
adversely affected by, and remain unchanged as a result of, the transactions contemplated by
the A&R Transaction Documents;




     (viii) a schedule of all Trust Student Loans as of the A&R Closing Date;




     (ix) a letter from Moody’s affirming that the Class A Notes will continue to have long
term definitive rating of “Aaa”;




     (x) a letter from S&P affirming that the Class A Notes will continue to have long term
definitive rating of “AAA”; and




     (xi) Opinion of Counsel to the Eligible Lender Trustee in form and substance acceptable
to the Administrative Agent with respect to, among other things: (A) the due organization,
good standing and power and authority of the Eligible Lender Trustee; (B) the due
authorization, execution and delivery by the Eligible Lender Trustee of each of the A&R
Transaction Documents to which it is a party; (C) the enforceability against the Eligible
Lender Trustee of each of the A&R Transaction Documents to which it is a party; (D) that all
governmental consents or filings required under New York or federal law or applicable
corporate law in connection with the execution, delivery and performance of the A&R
Transaction Documents by the Eligible Lender Trustee have been made; (E) the status of the
Eligible Lender Trustee as an “Eligible Lender” under the FFELP Program; (F) the absence of
conflicts with organizational documents, laws, regulations, court orders or contracts
arising from the execution, delivery and performance by the Eligible Lender Trustee of the
A&R Transaction Documents and (G) the absence of any pending or threatened proceedings that
would have a material adverse effect on the obligations of the Eligible Lender Trustee under
the A&R Transaction Documents;



     (b) all fees due and payable to the Lead Arrangers, the Co-Valuation Agents, the Lenders, the
Managing Agents, the Administrative Agent, the Syndication Agent and the Eligible Lender Trustee on
or prior to the A&R Closing Date shall have been paid;



     (c) an annual review of the portfolio and servicing operations pursuant to Section
3.07 of the Servicing Agreement shall have been conducted and completed by Protiviti Inc. based
on procedures agreed upon among the Managing Agents, the Administrative Agent, the Administrator
and the Master Servicer;



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     (d) the Managing Agents shall have completed satisfactory due diligence on the status of SLM
Corporation’s current litigation and legal and regulatory compliance issues;



     (e) assuming the payment described in clause (x) of Section 2.01(a)(ii) has been made,
and after giving effect to any changes to the Aggregate Note Balance, the Capitalized Interest
Account Specified Balance and the Maximum Financing Amount on the A&R Closing Date, the sum of (i)
the Aggregate Note Balance and (ii) the Capitalized Interest Account Unfunded Balance shall not
exceed the Maximum Financing Amount;



     (f) the other FFELP Loan Facilities shall have closed contemporaneously;



     (g) the Private Credit Loan Facility shall be terminated and all outstanding amounts under the
Private Credit Loan Facility shall have been paid in full;



     (h) the amendments to SLM Corporation’s bank credit facilities as described on Exhibit
N shall have become effective (except to the extent that such effectiveness is conditioned on
the effectiveness of this Agreement);



     (i) no Amortization Event, Termination Event, Servicer Default or, to the best of the Trust’s
or the Administrator’s knowledge, Potential Termination Event has occurred and is continuing
pursuant to the provisions of the Initial Note Purchase Agreement and after giving effect to the
provisions of this Agreement, pursuant to this Agreement; and



     (j) such other information, certificates, documents and actions as the Required Managing
Agents and the Administrative Agent may reasonably request has been received or performed.



ARTICLE V.




REPRESENTATIONS AND WARRANTIES




     Section 5.01. General Representations and Warranties of the Trust. The Administrator (on
behalf of the Trust) represents and warrants for the benefit of the Secured Creditors as follows on
the A&R Closing Date, on the date of each Advance and on each Reporting Date:



     (a) The Trust is a statutory trust duly organized, validly existing and in good standing
solely under the laws of the State of Delaware and is duly qualified to do business, and is in good
standing, in every jurisdiction in which the nature of its business requires it to be so qualified.



     (b) The execution, delivery and performance by the Trust of this Agreement and all Transaction
Documents to be delivered by it in connection herewith or therewith, including the Trust’s use of
the proceeds of Advances,




     (i) are within the Trust’s organizational powers,




     (ii) have been duly authorized by all necessary organizational action,



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]




     (iii) do not contravene (A) the Trust’s organizational documents; (B) any law, rule or
regulation applicable to the Trust; (C) any contractual restriction binding on or affecting
the Trust or its property; or (D) any order, writ, judgment, award, injunction or decree
binding on or affecting the Trust or its property,




     (iv) do not result in a breach of or constitute a default under any indenture,
agreement, lease or other instrument to which the Trust is a party,




     (v) do not result in or require the creation of any lien, security interest or other
charge or encumbrance upon or with respect to any of its properties (other than in favor of
the Administrative Agent, for the benefit of the Secured Creditors, with respect to the
Pledged Collateral), and




     (vi) no transaction contemplated hereby or by the other Transaction Documents to which
it is a party requires compliance with any bulk sales act or similar law.



     (c) This Agreement and the other Transaction Documents to which it is named as a party have
each been duly executed and delivered by the Eligible Lender Trustee, on behalf of the Trust. The
Class A Notes have been duly and validly authorized and, when executed and paid for in accordance
with the terms of this Agreement, will be duly and validly issued and Outstanding, and will be
entitled to the benefits of this Agreement.



     (d) No permit, authorization, consent, license or approval or other action by, and no notice
to or filing with, any Official Body is required for the due execution, delivery and performance by
the Trust of this Agreement or any other Transaction Document to which it is a party, except for
the filing of UCC financing statements which shall have been filed on or prior to the date of the
initial Advance and except as may be required under non-U.S. law in connection with any future
transfer of the Class A Notes.



     (e) This Agreement and each other Transaction Document to which the Trust is a party
constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in
accordance with their respective terms, subject to (i) applicable bankruptcy, insolvency,
moratorium, or other similar laws affecting the rights of creditors and (ii) general principles of
equity, whether such enforceability is considered in a proceeding in equity or at law.



     (f) No Amortization Event, Termination Event, Servicer Default, or, to the best of the Trust’s
knowledge, Potential Termination Event has occurred and is continuing.



     (g) No Monthly Report, Valuation Report (but only to the extent that information contained
therein is supplied by the Administrator on behalf of the Trust or by the Trust), information,
exhibit, financial statement, document, book, record or report furnished or to be furnished by or
on behalf of the Trust to the Affected Parties in connection with this Agreement is or will be
incorrect in any material respect as of the date it is or shall be dated.



     (h) The Class A Notes will be characterized as debt for federal income tax purposes. The
Trust has or has caused to be (i) timely filed all tax returns (federal, state and local) required
to be filed, (ii) paid or made adequate provision for the payment of all taxes, assessments and



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





other governmental charges and (iii) accounted for the sale and pledge of the Trust Student
Loans in its books consistent with GAAP.



     (i) There is no action, suit, proceeding, inquiry or investigation at law or in equity or
before or by any court, public board or body pending or, to the knowledge of the Trust, overtly
threatened in writing against or affecting the Trust (x) asserting the invalidity of this Agreement
or any other Transaction Document, (y) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement and the other Transaction Documents, or (z) wherein an
unfavorable decision, ruling or finding would have a Material Adverse Effect on the Trust or which
affects, or purports to affect, the validity or enforceability against the Trust of any Transaction
Document.



     (j) The Trust is not required to register as an “investment company” or a company controlled
by an “investment company” under the Investment Company Act.



     (k) The Trust is Solvent on the A&R Closing Date and at the time of (and immediately after)
each Advance and each purchase of Eligible FFELP Loans made by the Trust. The Trust has given
reasonably equivalent value to the Depositor in consideration for the transfer to it of the Trust
Student Loans from the Depositor and each such transfer shall not have been made for or on account
of an antecedent debt owed by the Depositor to it. No Event of Bankruptcy has occurred with
respect to the Trust.



     (l) The principal place of business and chief executive office of the Trust and the office
where the Trust keeps any Records in its possession are located at the addresses of the Trust
referred to in Section 10.02 or such other location as the Trust shall have given notice of
to the Administrative Agent pursuant to this Agreement.



     (m) The Trust has no trade names, fictitious names, assumed names or “doing business as” names
or other names under which it has done or is doing business.



     (n) All representations and warranties of the Trust set forth in the Transaction Documents to
which it is a party are true and correct in all material respects as of the date made the Trust is
hereby deemed to have made each such representation and warranty, as of the date made, to, and for
the benefit of, the Secured Creditors as if the same were set forth in full herein.



     (o) The Trust is not in violation of, or default under, any material law, rule, regulation,
order, writ, judgment, award, injunction or decree binding upon it or affecting the Trust or its
property or any indenture, agreement, lease or instrument.



     (p) The Trust has incurred no Debt and has no other obligation or liability, other than normal
trade payables and the Liabilities.



     (q) The sale of the Class A Notes to the initial Note Purchasers pursuant to this Agreement
will not require the registration of the Class A Notes under the Securities Act.



     (r) (i) No Reportable Event has occurred during the six year period prior to the date on which
this representation is made or deemed made with respect to any Benefit Plan; (ii) no steps have
been taken by any Person to terminate any Benefit Plan subject to Title IV of ERISA;



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     (iii) no contribution failure or other event has occurred with respect to any Benefit Plan
which is sufficient to give rise to a lien on the assets of the Trust or any ERISA Affiliate in
favor of the PBGC, during such six-year period; (iv) each Benefit Plan has been administered in all
material respects in compliance with its terms and the applicable provisions of ERISA and the Code;
(v) neither the Trust nor any ERISA Affiliate maintains or contributes to any employee welfare
benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees after
termination of employment and which is unfunded by a material amount, except as specifically
required by the continuation requirements of Part 6 of Title I of ERISA; (vi) the present value of
all accrued benefits under each Benefit Plan subject to Title IV of ERISA (based on those
assumptions used to fund such Benefit Plans) did not, as of the last valuation date prior to the
date on which this representation is made or deemed made, exceed the value of the assets of such
Benefit Plan allocable to such accrued benefits; (vii) neither the Trust nor any ERISA Affiliate
has had a complete or partial withdrawal from any Multiemployer Plan and neither the Trust nor any
ERISA Affiliate would become subject to any liability under ERISA if the Trust or any such ERISA
Affiliate were to withdraw completely from all Multiemployer Plans as of the valuation date most
closely preceding the date on which this representation is made or deemed made; and (viii) no such
Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA or in reorganization
within the meaning of Section 4241 of ERISA; provided that this subsection (r) shall not apply to
events which could not reasonably be expected to have a Material Adverse Effect on the Trust or on
SLM Corporation.



     (s) No proceeds of any Advances will be used by the Trust for any purpose that violates
applicable law, including Regulation U of the Federal Reserve Board. The Trust does not own any
“margin stock” within the meaning of Regulation T, U and X of the Federal Reserve Board.



     (t) Each Student Loan to be financed with the proceeds of any Advance constitutes an Eligible
FFELP Loan as of the date of such Advance and is purchased, or was previously purchased by the
Trust, from the Depositor pursuant to the Sale Agreement. Each Trust Student Loan represented as
an Eligible FFELP Loan in a Monthly Report, in fact satisfied as of the last day of the related
Settlement Period the definition of “Eligible FFELP Loan”. Each Trust Student Loan represented to
be an Eligible FFELP Loan on any other date or included in the calculation of Asset Coverage Ratio
on any other date in fact satisfied as of such date the definition of “Eligible FFELP Loan”.



     (u) Since the date of its formation, no event has occurred which has had a Material Adverse
Effect on the Trust.



     (v) The information provided to the Administrative Agent and the Managing Agents with respect
to the Trust Student Loans is accurate in all material respects.



     (w) Each payment of interest on and principal of the Class A Notes will have been (i) in
payment of a debt incurred in the ordinary course of business or financial affairs on the part of
the Trust and (ii) made in the ordinary course of business or financial affairs of the Trust.



     (x) At all times from and after the Original Closing Date, the Administrator has caused the
Trust to comply with the factual assumptions set forth in the opinion letters issued as



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of the Original Closing Date by McKee Nelson LLP to the Secured Creditors relating to the
issues of substantive consolidation and true sale and with the covenants set forth in Sections
6.01(b) and 6.01(c).



     (y) As of the A&R Closing Date, before giving effect to this Agreement, no Amortization Event,
Termination Event, Servicer Default or, to the best of the Administrator’s knowledge, Potential
Termination Event has occurred and is continuing pursuant to the provisions of the Initial Note
Purchase Agreement and after giving effect to the provisions of this Agreement.



     Section 5.02. Representations and Warranties of the Trust Regarding the Administrative Agent’s
Security Interest. The Administrator (on behalf of the Trust) hereby represents and warrants for
the benefit of the Secured Creditors as follows on the A&R Closing Date, on the date of each
Advance and on each Reporting Date:



     (a) This Agreement creates a valid and continuing security interest (as defined in the New
York UCC) in the Pledged Collateral in favor of the Administrative Agent, which security interest
is both perfected and prior to all other liens, charges, security interests, mortgages or other
encumbrances, and is enforceable as such as against creditors of and purchasers from the Trust.



     (b) The Trust, by and through the Eligible Lender Trustee as its Eligible Lender, owns and has
good and marketable title to the Trust Student Loans and other Pledged Collateral free and clear of
any Adverse Claim.



     (c) The Trust has caused the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to perfect the
security interest in the Pledged Collateral granted to the Administrative Agent hereunder.



     (d) All executed originals (or certified copies thereof to the extent more than one loan is
evidenced by such Student Loan Note) of each Student Loan Note that constitute or evidence the
Trust Student Loans have been delivered to the applicable Servicer, as bailee for the
Administrative Agent for the benefit of the Secured Creditors.



     (e) Other than the security interest granted to the Administrative Agent pursuant to this
Agreement, the Trust has not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed any of the Pledged Collateral. The Trust has not authorized the filing of and is not
aware of any financing statements against the Trust that include a description of collateral
covering the Pledged Collateral other than any financing statement relating to the security
interest granted to the Administrative Agent hereunder or any financing statement that has been
terminated. There are no judgments or tax lien filings against the Trust.



     (f) The Trust is a “registered organization” (as defined in §9-102(a)(70) of the UCC)
organized exclusively under the laws of the State of Delaware and, for purposes of Article 9 of the
UCC, the Trust is located in the State of Delaware.



     (g) The Trust’s exact legal name is the name set forth for it on the signature page hereto.



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     (h) At all times from and after the Original Closing Date, the Administrator has caused the
Trust to comply with the factual assumptions set forth in the opinion letters issued as of the
Original Closing Date by McKee Nelson LLP to the Secured Creditors relating to the issues of
substantive consolidation and true sale, and the Administrator has caused the Trust to comply with
the covenants set forth in Sections 6.01(b) and 6.01(c).



     Section 5.03. Particular Representations and Warranties of the Trust. The Administrator (on
behalf of the Trust) further represents and warrants to each of the parties hereto with respect to
each of the Trust Student Loans included in the Pledged Collateral:



     (a) Such Trust Student Loans constitute “accounts,” “promissory notes” or “payment
intangibles” within the meaning of the applicable UCC and are within the coverage of Sections
432(m)(1)(E) and 439(d)(3) of the Higher Education Act;



     (b) Such Trust Student Loans are Eligible FFELP Loans as of the date they become Pledged
Collateral and as of any other date upon which they are declared by the Trust or the Administrator
to be Eligible FFELP Loans and the description of such Eligible FFELP Loans set forth in the
Transaction Documents or the Schedule of Trust Student Loans and in any other documents or written
information provided to any of the parties hereunder (other than documents or information stated to
be preliminary which have subsequently been replaced by definitive documents or information), as
applicable, is true and correct in all material respects;



     (c) The Trust is authorized to pledge such Trust Student Loans and the other Pledged
Collateral; and the sale, assignment and transfer of such Trust Student Loans has been made
pursuant to and consistent with the laws and regulations under which the Trust operates, and will
not violate any decree, judgment or order of any court or agency, or conflict with or result in a
breach of any of the terms, conditions or provisions of any agreement or instrument to which the
Trust is a party or by which the Trust or its property is bound, or constitute a default (or an
event which could constitute a default with the passage of time or notice or both) thereunder;



     (d) No consents or approvals are required for the consummation of the pledge of the Pledged
Collateral hereunder to the Administrative Agent for the benefit of the Secured Creditors;



     (e) Any payments on such Trust Student Loans received by the Trust which have been allocated
to the reduction of principal and interest on such Trust Student Loans have been allocated on a
simple interest basis;



     (f) Due diligence and reasonable care have been exercised in making, administering, servicing
and collecting the Trust Student Loans and, with respect to any Trust Student Loan for which
repayment terms have been established, all disclosures of information required to be made pursuant
to the Higher Education Act have been made;



     (g) Except for Trust Student Loans executed electronically or Trust Student Loans evidenced by
a master promissory note, there is only one original executed copy of the Student Loan Note
evidencing each such Trust Student Loan. For such Trust Student Loans that were executed
electronically, the Master Servicer has possession of the electronic records evidencing the Student
Loan Note. Each applicable Servicer has in its possession a copy of the endorsement



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and each Loan Transmittal Summary Form identifying the Student Loan Notes that constitute or
evidence the Trust Student Loans. The Student Loan Notes that constitute or evidence the Trust
Student Loans do not have any marks or notations indicating that they are currently pledged,
assigned or otherwise conveyed to any Person other than the Administrative Agent. All financing
statements filed or to be filed against the Eligible Lender Trustee and the Trust in favor of the
Administrative Agent in connection herewith describing the Pledged Collateral contain a statement
to the following effect: “A purchase of or security interest in any collateral described in this
financing statement will violate the rights of the Secured Party”; and



     (h) The applicable parties shall have performed, satisfied and complied with the conditions
set forth in Section 3 of the Purchase Agreement, the Conveyance Agreement (or the
Tri-Party Transfer Agreement, as applicable) and the Sale Agreement as of the date of the related
bill of sale.



     Section 5.04. Repurchase of Student Loans; Reimbursement. The Trust shall cause the
obligations of each of the Depositor, the Master Depositor, the Master Servicer and the Sellers (or
any guarantor on its respective behalf) to purchase, repurchase, make reimbursement or substitute
Trust Student Loans to be enforced to the extent such obligations are set forth in the Sale
Agreement, the Conveyance Agreement, the Tri-Party Transfer Agreement, the applicable Purchase
Agreement and the Servicing Agreement. The Trust shall cause any such repurchase amount or
reimbursement to be remitted to the Collection Account. Any substitute Trust Student Loan obtained
by the Trust from the Master Depositor, Depositor, any Servicer or Seller shall constitute Pledged
Collateral hereunder.



     Section 5.05. Administrator Actions Attributable to the Trust. Any action required to be
taken by the Trust hereunder may be taken by the Administrator on behalf of the Trust, to the
extent permitted under the Administration Agreement. The Trust shall be fully responsible for each
of the representations, warranties, certifications and other statements made herein, in any other
Transaction Document, any Advance Request, any Notice of Release or any other communication
hereunder or thereunder by the Administrator on its behalf as if such representations, warranties,
certifications or statements had been made directly by the Trust. In addition, the Trust shall be
fully responsible for all actions of the Administrator taken on its behalf under this Agreement or
any other Transaction Document as if such actions had been taken directly by the Trust. Nothing in
this Section shall limit the responsibility of the Administrator, or relieve the Administrator from
any liability for exceeding its authority under the Administration Agreement.



ARTICLE VI.




COVENANTS OF THE TRUST



From and after the A&R Closing Date until all of the Obligations hereunder and under the other
Transaction Documents have been satisfied in full:




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     Section 6.01. Preservation of Separate Existence.



     (a) Nature of Business. The Trust will engage in no business other than (i) purchases, sales
and financings of Trust Student Loans, (ii) the other transactions permitted or contemplated by
this Agreement and the other Transaction Documents, and (iii) any other transactions permitted or
contemplated by its organizational documents as they exist on the A&R Closing Date, or as amended
as such amendments may be permitted pursuant to the terms of this Agreement. The Trust will incur
no other Debt except as expressly contemplated by the Transaction Documents.



     (b) Maintenance of Separate Existence. The Trust will do all things necessary to maintain its
existence as a Delaware statutory trust separate and apart from all Affiliates of the Trust,
including complying with the provisions described in Section 9j(iv) of the Limited
Liability Company Agreement of the Depositor.



     (c) Transactions with Affiliates. The Trust will not enter into, or be a party to, any
transaction with any of its respective Affiliates, except (i) the transactions permitted or
contemplated by this Agreement (including the sale and purchase of Eligible FFELP Loans to or from
Affiliates) or the other Transaction Documents; and (ii) other transactions (including, without
limitation, the lease of office space or computer equipment or software by the Trust to or from an
Affiliate) (A) in the ordinary course of business, (B) pursuant to the reasonable requirements of
the Trust’s business, (C) upon fair and reasonable terms that are no less favorable to the Trust
than could be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of
the Trust, and (D) not inconsistent with the factual assumptions set forth in the opinion letter
issued as of the Original Closing Date by McKee Nelson LLP to the Secured Creditors relating to the
issues of substantive consolidation.



     Section 6.02. Notice of Termination Event, Potential Termination Event or Amortization Event.
As soon as possible and in any event within three Business Days after the occurrence of each
Termination Event, each Potential Termination Event, each Amortization Event and each Potential
Amortization Event (or, to the extent the Trust does not have knowledge of a Termination Event,
Potential Termination Event, Amortization Event or Potential Amortization Event, promptly upon
obtaining such knowledge), the Trust will provide (or shall cause the Administrator to provide) to
the Administrative Agent a statement setting forth details of such Termination Event, Potential
Termination Event, Amortization Event or Potential Amortization Event and the action which the
Trust has taken or proposes to take with respect thereto. The Administrative Agent shall promptly
forward such notice to the Managing Agents. The Administrative Agent shall promptly provide
written notice of any Termination Event, Potential Termination Event, Amortization Event or
Potential Amortization Event of which it has knowledge to the applicable Rating Agencies.



     Section 6.03. Notice of Material Adverse Change. As soon as possible and in any event within
three Business Days after becoming aware of an event which could reasonably be expected to have a
Material Adverse Effect on the Trust, the Trust will provide to the Administrative Agent written
notice thereof. The Administrative Agent shall promptly forward such notice to the Managing
Agents.



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     Section 6.04. Compliance with Laws; Preservation of Corporate Existence; Code of Conduct.



     (a) The Trust will comply in all material respects with all applicable laws, rules,
regulations and orders and preserve and maintain its legal existence, and will preserve and
maintain its rights, franchises, qualifications and privileges in all material respects.



     (b) Sallie Mae, Inc. agrees to comply in all material respects with the Student Loan Code of
Conduct that it entered into with the New York Attorney General on April 11, 2007 and agrees to
comply in all material respects with any other similar codes of conduct that it may expressly agree
to after the Original Closing Date.



     Section 6.05. Enforcement of Obligations.



     (a) Enforcement of Trust Student Loans. The Trust shall cause to be diligently enforced and
taken all steps, actions and proceedings reasonably necessary for the enforcement of all terms,
covenants and conditions of all Trust Student Loans and agreements in connection therewith (except
as otherwise permitted pursuant to the Transaction Documents), including the prompt payment of all
principal and interest payments and all other amounts due the Trust or the Eligible Lender Trustee,
as applicable thereunder.



     (b) Enforcement of Servicing Agreements and Administration Agreement. The Trust shall cause
to be diligently enforced and taken all reasonable steps, actions and proceedings necessary for the
enforcement of all terms, covenants and conditions of all Servicing Agreements and the
Administration Agreement, including all Interest Subsidy Payments, Special Allowance Payments and
all defaulted payments Guaranteed by any Guarantor and/or by the Department of Education which
relate to any Trust Student Loans. Except as otherwise permitted under any Transaction Document,
the Trust shall not permit the release of the obligations of any Servicer under any Servicing
Agreement or of the Administrator under the Administration Agreement and shall at all times, to the
extent permitted by law, cause to be defended, enforced, preserved and protected the rights and
privileges of the Trust, the Eligible Lender Trustee and the Secured Creditors under or with
respect to each Servicing Agreement and the Administration Agreement. The Trust shall not consent
or agree to or permit any amendment or modification of any Servicing Agreement or of the
Administration Agreement, except (i) as required by the Higher Education Act; (ii) solely for the
purpose of extending the term thereof; or (iii) in any other manner, if such modification,
amendment or supplement is made pursuant to the terms of that agreement. Upon the occurrence of a
Servicer Default and during the continuation thereof, the Trust shall replace the Servicer subject
to such Servicer Default if instructed to do so by the Administrative Agent. Upon the occurrence
of an Administrator Default and during the continuation thereof, the Trust shall replace the
Administrator if instructed to do so by the Administrative Agent.



     (c) Enforcement of Purchase Agreements, Conveyance Agreement and Sale Agreement. The Trust
shall cause to be diligently enforced and taken all reasonable steps, actions and proceedings
necessary for the enforcement of all terms, covenants and conditions of each Purchase Agreement,
the Conveyance Agreement, the Tri-Party Transfer Agreement and the Sale Agreement. Except as
otherwise permitted under any Transaction Document, the Trust



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shall not permit the release of the obligations of any Seller under any Purchase Agreement, of
the Master Depositor under the Conveyance Agreement, of any Related SPE Seller under the Tri-Party
Transfer Agreement or of the Depositor under the Sale Agreement (or in each case any guarantor of
the obligations thereof) and shall at all times, to the extent permitted by law, cause to be
defended, enforced, preserved and protected the rights and privileges of the Trust, the Depositor,
the Master Depositor, the Eligible Lender Trustee and the Secured Creditors under or with respect
to each Purchase Agreement, the Conveyance Agreement, the Tri-Party Transfer Agreement and the Sale
Agreement. Except as otherwise permitted under any Transaction Document, the Trust shall not
consent or agree to or permit any amendment or modification of any Purchase Agreement, the
Conveyance Agreement, the Tri-Party Transfer Agreement or the Sale Agreement which will in any
manner materially adversely affect the rights or security of the Administrative Agent, the Eligible
Lender Trustee or the Secured Creditors. To the extent such action is required under the terms of
the Sale Agreement, upon a determination that a Trust Student Loan sold pursuant to a Purchase
Agreement was not an Eligible FFELP Loan at the time it was represented to be as such, the Trust
shall require the Depositor to repurchase such Trust Student Loan from the Trust pursuant to the
Sale Agreement.



     (d) Enforcement and Amendment of Guarantee Agreements. So long as any Class A Notes are
Outstanding and each Trust Student Loan is guaranteed by a Guarantee, the Administrator on behalf
of the Trust shall (i) from and after the date on which the Eligible Lender Trustee on its behalf
shall have entered into any Guarantee Agreement covering Trust Student Loans, cause the Eligible
Lender Trustee to maintain such Guarantee Agreement and diligently enforce the Eligible Lender
Trustee’s rights thereunder; (ii) cause the Eligible Lender Trustee to enter into such other
similar or supplemental agreements as shall be required to maintain benefits for all Trust Student
Loans covered thereby; and (iii) not voluntarily consent to or permit any rescission of or consent
to any amendment to or otherwise take any action under or in connection with any such Guarantee
Agreement or any similar or supplemental agreement in any manner which would materially and
adversely affect the ability of the Trust to perform its obligations under this Agreement or cause
a Material Adverse Effect with respect to the Trust without the prior written consent of the
Administrative Agent.



     Section 6.06. Maintenance of Books and Records. The Administrator on behalf of the Trust
shall maintain and implement or cause to be maintained and implemented administrative and operating
procedures (including, without limitation, an ability to recreate records evidencing the Pledged
Collateral in the event of the destruction of the originals thereof), and keep and maintain, or
cause to be kept and maintained, all documents, books, records and other information reasonably
necessary or advisable for the collection of all the Pledged Collateral.



     Section 6.07. Fulfillment of Obligations. The Trust shall fulfill its obligations pursuant to
the Transaction Documents. The Trust shall cause each of its Affiliates to fulfill its respective
obligations pursuant to the Transaction Documents.



     Section 6.08. Notice of Material Litigation. As soon as possible and in any event within
three Business Days of the Trust’s actual knowledge thereof, the Trust shall cause the
Administrative Agent to be provided with written notice of (a) any litigation, investigation or
proceeding which may exist at any time which could be reasonably likely to have a Material Adverse
Effect on the Trust; and (b) to the extent reasonably requested by the Administrative



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Agent in connection with the delivery of each Monthly Report, a monthly update of material
adverse developments in previously disclosed litigation, including in each case, if known to the
Trust, including any of the same against a Servicer.



     Section 6.09. Notice of Relocation. The Administrator on behalf of the Trust shall cause the
Administrative Agent to be provided notice of any change in the location of the Trust’s principal
offices or any change in the location of the Trust’s books and records within thirty days before
any such change.



     Section 6.10. Rescission or Modification of Trust Student Loans and Transaction Documents.



     (a) Except as expressly permitted in the Servicing Agreement, the Trust shall not permit the
release of the obligations of any Obligor under any Trust Student Loan and shall at all times, to
the extent permitted by law, cause to be defended, enforced, preserved and protected the rights and
privileges of the Trust and the Secured Creditors under or with respect to each Trust Student Loan
and each agreement in connection therewith. The Trust shall not consent or agree to or permit any
modification, extension or renegotiation in any way of any Trust Student Loan or agreement in
connection therewith unless such modification, extension or renegotiation is (i) required under the
Higher Education Act or other applicable laws, rules and regulations and the applicable Guarantee
Agreement, (ii) provided for in the applicable underwriting guidelines or Servicing Policies, if
such modification, extension or renegotiation does not materially adversely affect the value or
collectability thereof or (iii) expressly provided for or permitted in the Transaction Documents.
Nothing in this Agreement shall be construed to prevent the Trust, the Eligible Lender Trustee or
the Administrative Agent, as applicable, from offering any Obligor any borrower benefit to the
extent permissible by this Agreement or the Servicing Agreement or settling a default or curing a
delinquency on any Trust Student Loan on such terms as shall be permitted by law and shall be
consistent with the applicable underwriting guidelines or Servicing Policies.



     (b) Unless otherwise specified pursuant to clause (a) above or in any Transaction Document,
without the written consent of the Required Managing Agents (and the written consent of the
Administrative Agent or the Syndication Agent to the extent any of the following would require the
Administrative Agent or the Syndication Agent to take any action or amend, modify or waive the
duties or responsibilities of the Administrative Agent or the Syndication Agent hereunder), the
Trust will not (nor will it permit any of its agents to):




     (i) cancel, terminate, extend, amend, modify or waive (or consent to or approve any of
the foregoing) any provision of any Transaction Document (other than any cancellation or
termination of a Guarantee Agreement that does not apply at such time to any Trust Student
Loans or any extension, amendment, modification or waiver of a Guarantee Agreement that
would not have a Material Adverse Effect on the Trust); or




     (ii) take or consent to any other action that may impair the rights of any Secured
Creditor to any Pledged Collateral or modify, in a manner adverse to any Secured Creditor,
the right of such Secured Creditor to demand or receive payment under any of the Transaction
Documents (other than any action with regard to a Guarantee



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Agreement that does not apply at such time to any Trust Student Loans or any extension,
amendment, modification or waiver of a Guarantee Agreement that would not have a Material
Adverse Effect on the Trust).



     Section 6.11. Liens.



     (a) Transaction Documents. The Trust (i) will cause to be taken all action necessary to
perfect, protect, keep in full force and effect and more fully evidence the ownership interest of
the Trust (or of the Eligible Lender Trustee, acting on behalf of the Trust) and the first priority
perfected security interest of the Administrative Agent in favor of the Secured Creditors in the
Trust Student Loans, Collections with respect thereto and in the other Pledged Collateral and the
Transaction Documents including, without limitation, (A) filing and maintaining effective financing
statements (Form UCC-1) in all necessary or appropriate filing offices; (B) filing continuation
statements, amendments or assignments with respect thereto in such filing offices; (C) filing
amendments, releases and terminations with respect to filed financing statements, as necessary; and
(D) executing or causing to be executed such other instruments or notices as may be necessary or
appropriate; and (ii) will cause to be taken all additional actions to perfect, protect, keep in
full force and effect and fully evidence the first priority security interest of the Administrative
Agent, for the benefit of the Secured Creditors, in the Trust Student Loans and other Pledged
Collateral related thereto reasonably requested by the Administrative Agent.



     (b) UCC Matters; Protection and Perfection of Pledged Collateral; Delivery of Documents.
Unless the Trust has complied with Section 6.09, the Trust will keep its principal place of
business and chief executive office, and the office where it keeps any Records in its possession,
at the address of the Trust referred to in Exhibit M. The Trust will not make any change
to its name unless prior to the effective date of any such name change or use, the Trust delivers
to the Administrative Agent such financing statements necessary, or as the Administrative Agent may
request, to reflect such name change, together with such other documents and instruments as the
Administrative Agent may request in connection therewith. The Trust will not change its
jurisdiction of formation or its corporate structure.



     The Trust agrees that from time to time, at its expense, it will promptly execute and deliver
all further instruments and documents, and take all further action necessary, or that the
Administrative Agent may reasonably request, in order to maintain the Administrative Agent’s first
priority perfected security interest in the Pledged Collateral for the benefit of the Secured
Creditors, or to enable the Administrative Agent or the Secured Creditors to exercise or enforce
any of their respective rights hereunder (provided, however, that the foregoing
sentence shall not be deemed to require the Trust or the Master Servicer to relocate or deliver any
Student Loan Notes to or at the direction of the Administrative Agent prior to the Termination
Date). Without limiting the generality of the foregoing, the Trust will: (i) authorize and file
such financing or continuation statements, or amendments thereto or assignments thereof, and such
other instruments or notices, as may be necessary or appropriate (or as the Administrative Agent
may request); and (ii) mark their master data processing records evidencing such Pledged Collateral
with a legend or numeric code acceptable to the Administrative Agent, evidencing that the
Administrative Agent, for the benefit of the Secured Creditors, has acquired an interest therein as
provided in this Agreement. The Trust hereby authorizes the Administrative Agent, or any Secured
Creditor on behalf of the Trust, to file one or more financing or continuation statements,




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and amendments thereto and assignments thereof, relative to all or any of the Pledged
Collateral now existing or hereafter arising without the signature of the Trust where permitted by
law. A carbon, photographic or other reproduction of this Agreement or any financing statement
covering the Pledged Collateral, or any part thereof, shall be sufficient as a financing statement.
If the Trust fails to perform any of its agreements or obligations under this Section, the
Administrative Agent or any Secured Creditor may (but shall not be required to) itself perform, or
cause performance of, such agreement or obligation, and the expenses of the Administrative Agent or
such Secured Creditor incurred in connection therewith shall be payable by the Trust upon the
Administrative Agent’s or such Secured Creditor’s demand therefor.




     For purposes of enabling the Administrative Agent or any such Secured Creditor to exercise
their respective rights described in the preceding sentence and elsewhere in this Agreement, the
Trust and the Eligible Lender Trustee hereby authorize, and irrevocably grant a Power of Attorney,
exercisable only after the occurrence and during the continuation of a Termination Event, to the
Administrative Agent and its respective successors and assigns to take any and all steps in the
Trust’s and the Eligible Lender Trustee’s name and on behalf of the Trust and/or the Eligible
Lender Trustee necessary or desirable, in the determination of the Administrative Agent, as the
case may be, to collect all amounts due under any and all Trust Student Loans and other Pledged
Collateral, including, without limitation, (i) endorsing the promissory notes to the Administrative
Agent or its designee, such that the Administrative Agent or such designee becomes the holder of
the promissory notes and has the rights and powers of a holder under applicable law, (ii) endorsing
the Trust’s and/or the Eligible Lender Trustee’s name on checks and other instruments representing
Collections and (iii) enforcing such Trust Student Loans and other Pledged Collateral.



     Section 6.12. Sales of Assets; Consolidation/Merger.



     (a) Sales, Liens, Etc. Except as otherwise provided herein or in any other Transaction
Document, the Trust will not (nor will it permit the Eligible Lender Trustee to) sell, assign (by
operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse
Claim upon or with respect to, any Pledged Collateral.



     (b) Merger, Etc. The Trust will not merge or consolidate with any other entity. The Trust
will not convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series
of transactions), all or substantially all of its assets (whether now owned or hereafter acquired),
or acquire all or substantially all of the assets or capital stock or other ownership interest of
any Person, other than with respect to asset acquisitions or dispositions permitted under the
Transaction Documents. The Trust shall not form or create any subsidiary without the consent of
each Managing Agent.



     Section 6.13. Change in Business. The Trust will not make any change in the character of its
business, which change could reasonably be expected to impair the collectability of any Pledged
Collateral or otherwise materially adversely affect the interests or remedies of the Administrative
Agent or the Note Purchasers under this Agreement or any other Transaction Document.



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     Section 6.14. Residual Interest. The Trust will not issue any Excess Distribution
Certificates (other than replacement Excess Distribution Certificates) to any Person other than the
Depositor; provided, however, that the Excess Distribution Certificate may be
transferred to and owned by an Affiliate of the Depositor and the Depositor or such Affiliate may
pledge the Excess Distribution Certificate to the Administrative Agent for the benefit of the
Secured Creditors to secure the obligations under the Transaction Documents.



     Section 6.15. General Reporting Requirements. The Trust shall provide to the Administrative
Agent (and, as applicable, will cause the Master Servicer to provide) the following:



     (a) as soon as available and in any event within 120 days after the end of each fiscal year of
the Trust, the Depositor and the Master Servicer, an annual statement of compliance with the
Transaction Documents and applicable law together with an agreed upon procedures letter delivered
by an independent public accountant with respect to the Transaction Documents, all in form
acceptable to the Administrative Agent;



     (b) as soon as available and in any event within 90 days after the end of each fiscal year of
SLM Corporation, a copy of the balance sheet of SLM Corporation and its consolidated subsidiaries
and the related statements of income, stockholders’ equity and cash flows for such year, each
prepared in accordance with GAAP consistently applied and duly certified by nationally recognized
independent certified public accountants selected by SLM Corporation, together with a certificate
of an officer certifying that such financial statements fairly present in all material respects the
financial condition of SLM Corporation and its consolidated subsidiaries;



     (c) as soon as available and in any event within 60 days after the end of each fiscal quarter
of SLM Corporation, a copy of an unaudited balance sheet of SLM Corporation and its consolidated
subsidiaries and the related statements of income, stockholders’ equity and cash flows for such
fiscal quarter, each prepared in accordance with GAAP consistently applied, together with a
certificate of an officer certifying that such financial statements fairly present in all material
respects the financial condition of SLM Corporation and its consolidated subsidiaries;



     (d) promptly following the Administrative Agent’s or any Managing Agent’s request therefor,
copies of all financial statements, settlement statements, portfolio and other material reports,
notices, disclosures, certificates and other written material delivered or made available to the
Trust by any Person pursuant to the terms of any Transaction Document;



     (e) promptly following the Administrative Agent’s or any Managing Agent’s request therefor,
such other information respecting the Trust Student Loans and the other Pledged Collateral or the
conditions or operations, financial or otherwise, of the Trust as the Administrative Agent or any
Managing Agent may from time to time reasonably request;



     (f) with respect to each Guarantor, promptly after receipt thereof as made available to the
Trust after request therefor, copies of any audited financial statements of such Guarantor
certified by an independent certified public accounting firm;



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     (g) with respect to each Servicer and promptly after receipt thereof after a good faith effort
to obtain such material is made by the Trust, (i) copies of any annual audited financial statements
of such Servicer other than the Master Servicer for so long as the Master Servicer is a
consolidated subsidiary of SLM Corporation, to the extent available, certified by an independent
certified public accounting firm, (ii) on an annual basis within 30 days after receipt thereof,
copies of SAS 70 reports for such Servicer, or, if not available, the annual compliance audit for
each Servicer required by Section 428(b)(1)(U) of the Higher Education Act and (iii) to the extent
not included in the financial information provided pursuant to clauses (i) and (ii) above and to
the extent available, such Servicer’s net dollar loss for the year due to servicing errors;



     (h) promptly following the Administrative Agent’s or any Managing Agent’s request therefor, a
Schedule of Trust Student Loans;



     (i) promptly and in any event within 45 days after the filing or receiving thereof, copies of
all reports and notices with respect to (A) any “Reportable Event,” relating to a Benefit Plan (B)
the institution of proceedings or the taking of any other action regarding the termination of,
withdrawal from, reorganization within the meaning of Section 4241 of ERISA or insolvency within
the meaning of Section 4245 of ERISA, any Benefit Plan subject to Title IV of ERISA which the Trust
or any of its ERISA Affiliates files under ERISA with the Internal Revenue Service, the PBGC or the
U.S. Department of Labor or which the Trust or any of its ERISA Affiliates receives from the PBGC,
(C) a failure to make any required contribution to a Benefit Plan or (D) the creation of any lien
against the assets of the Trust or an ERISA Affiliate in favor of the PBGC or a Benefit Plan under
ERISA;



     (j) promptly after the occurrence thereof, written notice of changes in the Higher Education
Act or any other law of the United States that could reasonably have a probability of having a
Material Adverse Effect on the Trust or could materially and adversely affect (i) the ability of a
Servicer to perform its obligations under its Servicing Agreement, (ii) the ability of a
Subservicer to perform its obligations under its Servicing Agreement, or (iii) the collectability
or enforceability of a material amount of the Trust Student Loans, or any Guarantee Agreement or
Federal Reimbursement Contract with respect to a material amount of Trust Student Loans;



     (k) promptly, notice of any change in the accountants of the Trust or SLM Corporation;



     (l) promptly, after the occurrence thereof or if sooner upon any executive officer of the
Administrator having direct or primary responsibility for ABS trust administration obtaining
knowledge of any pending change, notice of any change in the accounting policy of the Trust or SLM
Corporation to the extent such change could reasonably be seen to have a material and adverse
impact on the transactions contemplated herein; and



     (m) promptly, copies of any written notices received by SLM Corporation or any of its
Affiliates from the Department or other Governmental Authority regarding any material
non-compliance by SLM Corporation or any of its Affiliates with any Government Facility.



     Section 6.16. Inspections. The Administrative Agent and the Managing Agents may, upon
reasonable notice and from time to time during regular business hours, once per calendar



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year (or, after the occurrence and during the continuation of an Amortization Event or a
Termination Event, as frequently as requested by the Administrative Agent on behalf of any Managing
Agent) (i) examine and make copies of and take abstracts from all books, records and documents
(including computer tapes and disks) relating to the Pledged Collateral and (ii) visit the offices
and properties of the Trust (or the Master Servicer or Subservicer, as applicable) for the purpose
of examining such materials described in clause (i) above, and to discuss matters relating to the
Pledged Collateral or the Trust’s (or the Master Servicer’s or Subservicer’s) performance hereunder
and under the other Transaction Documents with any of the officers, directors, employees or
independent public accountants of the Trust (to the extent available), the Master Servicer or
Subservicer having knowledge of such matters. Any reasonable expenses related to such inspections
shall be reimbursable directly by the Master Servicer. In addition, from time to time during the
year, the Administrative Agent and the Managing Agents may, at their own expense, conduct any other
inspections as they may deem necessary or appropriate, provided such inspections occur upon
reasonable notice and during regular business hours.



     Section 6.17. ERISA. The Trust will not adopt, maintain, contribute to or incur by any of its
own actions or assume any legal obligation with respect to any Benefit Plan or Multiemployer Plan.



     Section 6.18. Servicers. Except as permitted by any Servicing Agreement, the Trust will not
permit any Person other than the Master Servicer or a Subservicer to collect, service or administer
the Trust Student Loans. The Trust will promptly provide, or cause to be provided, to the Rating
Agencies notice of any resignation, replacement, merger or consolidation of the Servicer and of any
amendments or other modifications made to the Servicing Agreement.



     Section 6.19. Acquisition, Financing, Collection and Assignment of Student Loans. The Trust
shall acquire or finance only Eligible FFELP Loans with proceeds of the Advances and shall cause to
be collected all principal and interest payments on all the Trust Student Loans and all sums to
which the Trust or Administrative Agent is entitled pursuant to the Sale Agreement, and all
Interest Subsidy Payments, Special Allowance Payments and all defaulted payments Guaranteed by any
Guarantor which relate to such Trust Student Loans as more fully set forth in the Servicing
Agreement. The Trust shall assign or direct the assignment of such Trust Student Loans for payment
of guarantee benefits as required by applicable law and regulations. The Trust shall comply in all
material respects with any Guarantor’s rules and regulations which apply to such Trust Student
Loans. From and after the A&R Closing Date, the Trust shall purchase only Student Loans from the
Depositor pursuant to the Sale Agreement that have been sold by an Ongoing Seller to the Master
Depositor pursuant to a Purchase Agreement and by the Master Depositor to the Depositor pursuant to
the Conveyance Agreement.



     Section 6.20. Administration and Collection of Trust Student Loans. All Trust Student Loans
shall be administered and collected either by the Trust or by the Master Servicer or a Subservicer
on behalf of the Trust in accordance in all material respects with the Servicing Agreements.



     Section 6.21. Obligations of the Trust With Respect to Pledged Collateral. The Trust will (a)
at its expense, regardless of any exercise by any Secured Creditor of its rights hereunder, timely
and fully perform and comply with all provisions, covenants and other



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promises required to be observed by it under the Transaction Documents included in the Pledged
Collateral to the same extent as if the Pledged Collateral had not been pledged hereunder; and (b)
pay when due any taxes, including without limitation, sales and excise taxes, payable in connection
with the Pledged Collateral. In no event shall any Secured Creditor have any obligation or
liability with respect to any Trust Student Loans or other instrument document or agreement
included in the Pledged Collateral, nor shall any of them be obligated to perform any of the
obligations of the Trust or any of its Affiliates thereunder. The Trust will timely and fully
comply in all respects with each Transaction Document to which it is a party.



     Section 6.22. Asset Coverage Requirement. The Trust shall maintain at all times, to the best
of its actual knowledge, the Minimum Asset Coverage Requirement.



     Section 6.23. Amendment of Organizational Documents. The Trust shall cause the Administrative
Agent to be notified in writing of any proposed amendments to the Trust’s organizational documents.
No such amendment shall become effective unless and until the Required Managing Agents have
consented in writing thereto, which consent shall not be unreasonably withheld or delayed.



     Section 6.24. Amendment of Underwriting Guidelines or Servicing Policies. Promptly after the
occurrence thereof, the Trust shall cause the Administrative Agent to be notified of any material
changes to the underwriting guidelines or Servicing Policies. The Trust shall not permit or
implement any change in the underwriting guidelines or Servicing Policies applicable to any Trust
Student Loan which would materially and adversely affect the collectability of any Trust Student
Loan, the performance of the portfolio of Trust Student Loans or the Administrative Agent’s
security interest in such Trust Student Loans without the prior written consent of the Required
Managing Agents, and unless such changes are made with respect to all FFELP Loans serviced by the
Servicer for its own portfolio and for securitization trusts sponsored by SLM Corporation.



     Section 6.25. No Payments on Excess Distribution Certificate. Except as expressly permitted
by Section 2.05(b) or Section 2.18(d) of this Agreement, the Trust shall not make
any payments or distributions with respect to the Excess Distribution Certificate without the prior
written consent of the Required Managing Agents.



     Section 6.26. Borrower Benefit Programs. The Trust shall cause the Servicer to maintain any
rate reduction programs or other borrower benefit programs in effect at the time the Trust
purchased such Trust Student Loan. The Trust shall not permit any Servicer to apply any additional
rate reduction programs with respect to the Trust Student Loans unless (i) such borrower benefit
program is required under the Higher Education Act, (ii) the Master Servicer, the Depositor or the
applicable Seller has deposited funds into the Borrower Benefit Account in an amount sufficient to
offset any effective yield reductions in accordance with Section 3.12 of the Servicing
Agreement and the Rating Agency Condition has been satisfied with respect to such program or (iii)
the Administrative Agent has consented to the Trust’s participation in that borrower benefit
program or other rate reduction program and the Rating Agency Condition has been satisfied with
respect to such program.



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     Section 6.27. [RESERVED].



     Section 6.28. Most Favored Nations. If, at any time while the Class A Notes are Outstanding,
SLM Corporation or any of its Affiliates enters into, or commits to enter into, any financing
transaction which contains financial covenants substantially similar or in addition to those set
forth in Section 7.02(p) or 7.02(q) herein, the Administrator must, prior
to the time SLM Corporation or any of its Affiliates enters into such transaction, certify to the
Administrative Agent and the Managing Agents a true and correct copy of all financial covenants
contained in any such financing transaction. If, in the reasonable determination of the Required
Managing Agents, such financial covenants are materially more favorable to the lenders under such
financing transaction than the corresponding covenants set forth herein, then, at the request of
the Administrative Agent, this Agreement shall be amended in accordance with Section 10.01
to conform to the more restrictive (or more expansive, as applicable) financial covenants set forth
in the related transaction documents.



     Section 6.29. [RESERVED].



     Section 6.30. Government Sponsored Refinancings. As soon as reasonably practicable after the
effective date thereof, the Administrator, on behalf of the Trust, shall take all actions necessary
to satisfy all conditions to the utilization of each type of government sponsored facility for the
financing of FFELP Loans (each, a “Government Facility”). Upon such satisfaction, the
Administrator shall, to the extent economically reasonable, cause the release and transfer, in
accordance with Section 2.18, of the maximum amount of Trust Student Loans eligible for
such Government Facility which is possible operationally, but in all cases subject to the amounts
and procedures associated with such Government Facility.



ARTICLE VII.




AMORTIZATION EVENTS AND TERMINATION EVENTS




     Section 7.01. Amortization Events.



     Each of the following events (each, an “Amortization Event”) shall be an Amortization Event
under this Agreement:



     (a) the Aggregate Note Balance and all other Obligations due under the Transaction Documents
are not repaid in full on the Scheduled Maturity Date (as such date may be extended from time to
time); or



     (b) any settlement or one or more judgments or orders for the payment of money or adverse
rulings shall be rendered against any Seller, the Depositor, the Master Depositor, any Related SPE
Seller, the Administrator or the Master Servicer in excess of $50,000,000 on an individual basis or
on an aggregate basis that relates to the student loan origination or servicing practices of such
Person and such settlement, judgment or ruling shall remain unsatisfied or unstayed for a period in
excess of 30 days; or



     (c) the filing of any judgment or adverse ruling against any Seller, the Depositor, the Master
Depositor, the Master Servicer, the Administrator, any Related SPE Seller or SLM



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Corporation that could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect on such Person and such judgment or ruling shall remain unsatisfied or
unstayed for a period in excess of 30 days; or



     (d) any material adverse development in any federal or state litigation, investigation or
proceeding against the Trust, the Depositor, the Administrator, any Seller, the Master Servicer,
the Master Depositor, any Related SPE Seller, or SLM Corporation shall occur that could reasonably
be expected to have a Material Adverse Effect on such Person or on the Pledged Collateral which
continues for 30 days after the earlier to occur of knowledge thereof or written notice thereof
shall have been received by the Trust; or



     (e) the filing of any actions or proceedings against the Trust, the Depositor, the
Administrator, any Seller, the Master Servicer, any Related SPE Seller, the Master Depositor or SLM
Corporation that involves the Transaction Documents or any material portion of the Pledged
Collateral as to which the Administrative Agent reasonably believes there is likely to result a
materially adverse determination which remains unsettled, unsatisfied or unstayed for a period in
excess of 30 days; or



     (f) (i) the Internal Revenue Service shall file notice of a lien involving a sum in excess of
$50,000,000 pursuant to Section 6323 of the Code with regard to any assets of the Trust and such
lien shall not have been released within two Business Days, (ii) any Person shall institute steps
to terminate any Benefit Plan if the assets of such Benefit Plan are insufficient to satisfy all of
its benefit liabilities in excess of $50,000,000 (as determined under Title IV of ERISA), or a
contribution failure in excess of $50,000,000 occurs with respect to any Benefit Plan, which is
sufficient to give rise to a lien under Section 302(f) or 303(k), as applicable, of ERISA or where
the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068
of ERISA with regard to any of the assets of the Trust and in each case such lien shall not have
been released within two Business Days, or (iii) any Person shall engage in any “prohibited
transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving a Benefit
Plan; or any Reportable Event shall occur with respect to, or proceedings shall commence to have a
trustee appointed, or a trustee shall be appointed, to administer or to terminate, a Benefit Plan
subject to Title IV of ERISA, which Reportable Event is likely to result in termination of such
Benefit Plan; or the Trust or any ERISA Affiliate is likely to incur any liability in connection
with the withdrawal from, or the insolvency within the meaning of Section 4245 of ERISA or
reorganization within the meaning of Section 4241 of ERISA of, a Multiemployer Plan;
provided, that an event described in this subsection (f) shall not be an Amortization Event
unless such event could reasonably be expected to have a Material Adverse Effect on the Trust or on
SLM Corporation; or



     (g) any material provision of this Agreement or any other Transaction Document (other than a
Guarantee Agreement that does not apply at such time to any Trust Student Loans) to which the
Trust, the Administrator, any Seller, the Depositor, the Master Depositor or the Master Servicer is
a party shall cease to be in full force and effect for a period of 30 days subject to any other
applicable cure period under this Agreement or any other Transaction Documents; or



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     (h) any amendment to the Higher Education Act or any other federal law becomes effective that
materially adversely affects the interests of the Administrative Agent or the Note Purchasers in
the Pledged Collateral.



     Section 7.02. Termination Events.



     Each of the following events (each, a “Termination Event”) shall be a Termination Event under
this Agreement:



     (a) (i) the Trust shall fail to pay the Aggregate Note Balance or any other Obligations in
full on the last day of the Amortization Period, (ii) the Trust shall fail to make any payment
under Sections 2.05(b)(i) through 2.05(b)(iv) within five Business Days of the due
date thereof, or (iii) the Trust, the Depositor, the Master Servicer, the Master Depositor, any
Material Subservicer, SLM Corporation or the Eligible Lender Trustee shall fail to make any other
payment, transfer or deposit (unless waived by the payee or in the case of a failure to make a
payment by a Material Subservicer, such failure was cured by the Master Servicer within the
permissible grace period) on the date first required of such party under the Transaction Documents
and such failure shall remain uncured following the expiration of any applicable payment or grace
period provided for in the Transaction Documents (including the Amortization Period, if
applicable); provided, however, that failure by the Trust to make a required
payment on a Settlement Date under Sections 2.05(b)(vi) through (xx) solely due to
insufficient Available Funds on such Settlement Date shall not by itself constitute a Termination
Event (other than with respect to all amounts due and owing on the Termination Date or as expressly
specified below); or



     (b) any material representation, warranty, certification or statement made or deemed to be
made by the Trust, the Administrator, the Eligible Lender Trustee, any Seller, the Depositor, the
Master Depositor, the Master Servicer or any Material Subservicer (to the extent such entity
remains a Subservicer after the 30-day cure period noted below) under or in connection with this
Agreement or any other Transaction Document, or other information, report or document delivered
pursuant hereto or thereto shall prove to have been incorrect in any material respect when made,
deemed made or delivered (except for representations and warranties concerning Eligible FFELP Loans
with respect to which the applicable Seller, the Depositor, the Master Depositor or the Servicer
has repurchased the related Student Loans) and shall remain unremedied (if such default can be
remedied) for the greater of (i) 30 days or (ii) the time period expressly provided for the cure of
such representation or warranty in the related Transaction Document, in each case after written
notice thereof shall have been received by the Trust; or



     (c) the Trust, the Administrator, the Eligible Lender Trustee, any Seller, the Depositor, the
Master Depositor, the Master Servicer, any Material Subservicer or SLM Corporation shall materially
default in the performance or observance of any term, covenant or undertaking to be performed or
observed herein or in any other Transaction Document on its part and any such failure shall remain
unremedied (if such default can be remedied) for 30 days after the earlier of actual knowledge by
an Authorized Officer of the Trust, the Administrator or the Master Servicer and written notice
thereof shall have been received by the Trust (or, if the obligation in question arises under
another Transaction Document, within the cure period, if any,



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provided in such Transaction Document); provided, however, such 30-day cure
period shall not apply to defaults under Section 6.01, 6.11, 6.12,
6.25 or 6.29; or



     (d) a Servicer Default shall have occurred with respect to the Master Servicer or the
Servicing Agreement of the Master Servicer shall not be in full force and effect for any reason and
the Master Servicer shall not have been replaced within 30 days after notification from the
Administrative Agent; or



     (e) an Event of Bankruptcy shall have occurred with respect to the Trust, the Eligible Lender
Trustee, the Depositor, the Master Depositor, any Seller, the Administrator, the Master Servicer,
SLM Corporation or any Material Subservicer (to the extent such entity remains a Subservicer after
the 30-day period provided in the definition of an Event of Bankruptcy); or



     (f) [reserved]; or



     (g) the Trust shall fail to deposit, (i) for two consecutive Settlement Periods, into the
Reserve Account, such additional amounts, if any, as are necessary to cause the amount on deposit
in the Reserve Account to be at least equal to the Reserve Account Specified Balance, (ii) into the
Borrower Benefit Account, any amount required to be deposited therein under the Transaction
Documents on or prior to the first Settlement Date for such deposit as described in the Transaction
Documents or (iii) into the Floor Income Rebate Account, amounts required to be deposited therein
when and as such amounts are required to be deposited pursuant to the Transaction Documents; or



     (h) the filing of any judgment or adverse ruling against the Trust that could reasonably be
expected to have a Material Adverse Effect on the Trust and such judgment or ruling shall continue
unsatisfied or unstayed for a period in excess of 30 days; or



     (i) the Administrative Agent, for the benefit of the Secured Creditors, shall, for any reason,
cease to have a valid and perfected first priority security interest in the Pledged Collateral, or
the Trust shall, for any reason, cease to have a valid and perfected first priority ownership
interest in any of the Pledged Collateral, in each case for a period of two Business Days following
the date the Administrator acquired such knowledge or its receipt of such notice; or



     (j) a Change of Control has occurred with respect to the Trust, the Administrator, any Seller,
the Depositor, the Master Depositor or the Master Servicer; or



     (k) the Depositor shall fail to maintain its status as a limited purpose bankruptcy remote
limited liability company or the Trust shall fail to maintain its status as a single purpose
bankruptcy remote Delaware statutory trust; or



     (l) the Excess Spread Test is not satisfied; or



     (m) the Trust shall be required to register as an “investment company” or a company controlled
by an “investment company” under the Investment Company Act; or



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     (n) any Seller, the Depositor, the Master Depositor, the Master Servicer, any Material
Subservicer (to the extent such Material Subservicer has not been removed as a Subservicer prior to
the expiration of any related cure period), the Administrator or any Affiliate thereof (other than
the Trust) shall default with respect to any outstanding financing arrangement (other than in
connection with this Agreement and the Transaction Documents) representing indebtedness in excess
of $50,000,000 and either (i) such indebtedness is incurred with respect to any other financing
comprising part of the FFELP Loan Facilities or (ii) the result of such default is to cause the
acceleration of such indebtedness; or



     (o) the Asset Coverage Ratio shall be less than the Minimum Asset Coverage Requirement and
such deficiency shall not have been cured within one Business Day; or



     (p) the Consolidated Tangible Net Worth of SLM Corporation shall be less than $1,380,000,000;
or



     (q) at the last day of any fiscal quarter of SLM Corporation, both (i) the Interest Coverage
Ratio shall be less than 1.15:1.00 and (ii) the Net Adjusted Revenue shall be less than
$400,000,000, in each case for the period of four consecutive fiscal quarters then ended; or



     (r) the Trust shall fail to pay to any Exiting Facility Group its Pro Rata Share of the
Aggregate Note Balance within 90 days of the commencement of the Exiting Facility Group
Amortization Period with respect to such Exiting Facility Group; or



     (s) any Rating Agency shall withdraw or downgrade its rating of the Class A Notes below the
Required Ratings; or



     (t) any failure by the Trust to pay amounts required to be paid under Section 2.15,
8.01 or 10.08 on or before the 30th day following the date of demand for
payment thereof.



     Section 7.03. Remedies.



     (a) Amortization Event. After the occurrence of an Amortization Event, the Yield Rate shall
be increased to the Amortization Period Rate until the expiration of the Amortization Period and
any increase in amounts owed shall be payable as Step-Up Fees subject to the priority of payments
set forth in Section 2.05(b). In addition, following the occurrence of an Amortization
Event, no further Advances (other than Capitalized Interest Advances) shall be made and all amounts
on deposit in the Reserve Account will be transferred to the Collection Account and will become
part of Available Funds on the next Settlement Date. During the Amortization Period, the
Administrative Agent or any party acting on its behalf shall not have the right to seize or sell
the Pledged Collateral. Upon the expiration of the Amortization Period, the Administrative Agent
may, by notice to the Trust, declare that the Termination Date has occurred and may sell the
Pledged Collateral to the extent required in order to repay in full all outstanding Advances and
all other amounts due and owing under this Agreement and the other Transaction Documents in
accordance with the procedures set forth in subsection (b) below.



     (b) Termination Event. After the occurrence of a Termination Event, the Yield Rate shall be
increased as set forth in clause (c) of the definition thereof and any increase in amounts owed
shall be payable as Step-Up Fees subject to the priority of payments set forth in Section 



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]


2.05(b). In addition, after the occurrence of a Termination Event, the Administrative
Agent may, and shall, at the direction of the Required Managing Agents, by notice to the Trust,
declare that a Termination Date shall have occurred (except that, in the case of any event
described in Section 7.02(e) above, the Termination Date shall be deemed to have occurred
automatically). Upon the declaration of the Termination Date or the automatic occurrence thereof,
no further Advances will be made and all of the Obligations due and owing to the Affected Party
shall become immediately due and payable. Upon any such declaration or automatic occurrence, the
Administrative Agent (for the benefit of the Secured Creditors) shall have, in addition to all
other rights and remedies under this Agreement or otherwise, all other rights and remedies provided
to a secured party under the UCC of the applicable jurisdiction and other applicable laws, which
rights shall be cumulative. The rights and remedies of a secured party which may be exercised by
the Administrative Agent pursuant to this Article shall include, without limitation, the right,
without notice except as specified below, to solicit and accept bids for and sell the Pledged
Collateral or any part thereof in one or more parcels at a public or private sale, at any exchange,
broker’s board or at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or
for future delivery, and upon such other terms as the Administrative Agent may deem commercially
reasonable, including selling Trust Student Loans on a servicing released basis; provided,
that the Administrative Agent may not, without the prior written consent of the Required Managing
Agents, sell the entire corpus of the Trust Student Loans unless the net proceeds of such sale will
be sufficient to pay in full all interest and principal owing on the Class A Notes. Any sale or
transfer by the Administrative Agent of Trust Student Loans shall only be made to an Eligible
Lender. The Trust agrees that, to the extent notice of sale shall be required by law, ten Business
Days’ notice to the Trust and the Administrator of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable notification and that
it shall be commercially reasonable for the Administrative Agent to sell the Pledged Collateral to
an Eligible Lender on an “as is” basis, without representation or warranty of any kind. The
proceeds of any such sale shall be deposited into the Collection Account and shall be distributed
pursuant to Section 2.05(b). The Administrative Agent shall not be obligated to make any
sale of Pledged Collateral regardless of notice of sale having been given and may adjourn any
public or private sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it was so adjourned.




     Section 7.04. Setoff. Each of the Secured Creditors and the Administrative Agent on behalf of
all the Secured Creditors is hereby authorized (in addition to any other rights it may have) at any
time after the occurrence of the Termination Date due to the occurrence of a Termination Event or
during the continuation of a Potential Termination Event to set off, appropriate and apply (without
presentment, demand, protest or other notice which are hereby expressly waived) any deposits and
any other indebtedness held or owing by such Secured Creditor or all the Secured Creditors, as
applicable, to, or for the account of, the Trust against the amount of the Outstanding Class A
Notes and other Obligations owing by the Trust to such Secured Creditor or to the Administrative
Agent on behalf of such Secured Creditor (even if contingent or unmatured).



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[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



ARTICLE VIII.




INDEMNIFICATION




     Section 8.01. Indemnification by the Trust.



     (a) Without limiting any other rights which the Affected Parties or any of their respective
Affiliates may have hereunder or under applicable law, the Trust hereby agrees to indemnify the
Affected Parties and each of their respective members, investors, officers, directors, employees,
agents, advisors, attorneys-in-fact and Affiliates (each, an “Indemnified Party”) from and against
any and all damages, losses, claims, liabilities and related costs and expenses, including
reasonable attorneys’ fees and disbursements (except as may be expressly limited by Section
10.08) awarded against or incurred by any of the Indemnified Parties arising out of or as a
result of the purchase of any Class A Notes or Class B Notes, the funding of Advances, this
Agreement, the other Transaction Documents or the Pledged Collateral; excluding, however
(i) any indemnified amounts to the extent determined by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Indemnified Party seeking
indemnification and (ii) any recourse for Defaulted Student Loans or Delinquent Student Loans or
losses attributable to changes in the market value of the Trust Student Loans because of changes in
market interest rates or in rate of prepayment (the foregoing, being collectively referred to as
“Trust Indemnified Amounts”).



     (b) Any amounts subject to the indemnification provisions of this Section 8.01 shall
be paid by the Trust, to the extent not already paid by the Seller, the Depositor or the Servicer
under any other Transaction Documents, to the related Indemnified Party on or before the
30th day following the date of demand therefor accompanied by reasonable supporting
documentation with respect to such amounts.



     Section 8.02. Indemnification and Limited Guaranty by SLM Corporation.



     (a) Without limiting any other rights that any such Person may have hereunder or under
applicable law (including, without limitation, the right to recover damages for breach of
contract), SLM Corporation hereby agrees to indemnify each Indemnified Party, from and against any
and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’
fees and disbursements awarded against or incurred by any of them arising out of or relating to (i)
the Transaction Documents, the transactions contemplated under the Transaction Documents or the
Trust Student Loans, or (ii) use of proceeds hereunder, including indemnified amounts arising out
of or relating to any Regulatory Change after the date of this Agreement that results in any Other
Tax, all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and
expenses, including the reasonable fees and expenses of counsel in defending against the same,
which may arise by reason of the purchases hereunder, or any security interest in the Trust Student
Loans or any item of the Trust Student Loans; excluding, however, (A) indemnified
amounts to the extent determined by a court of competent jurisdiction to have resulted from gross
negligence or willful misconduct on the part of such Indemnified Party, (B) any amounts payable as
indemnification by the Trust for which the Indemnified Party has a claim against the Depositor, the
Master Depositor, a Seller or the Master Servicer under the indemnification provisions in the Sale
Agreement, the Conveyance Agreement, the Tri-Party



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Transfer Agreement, any Purchase Agreement or the Servicing Agreement, unless such claim has
not been paid within the applicable timeframe provided therein, (C) recourse for Defaulted Student
Loans or Delinquent Student Loans or losses attributable to changes in the market value of the
Trust Student Loans because of changes in market interest rates or in rate of prepayment, or (D)
indemnified amounts to the extent that such indemnified amounts, together with any amounts paid by
SLM Corporation pursuant to Section 8.02(c), exceed in the aggregate the lesser of (1) 5%
of the highest Aggregate Note Balance at any time during the immediately preceding 12-month period,
and (2) $133,333,333 (the foregoing being collectively referred to as “SLM Indemnified Amounts”).



     (b) Any Trust Indemnified Amounts which are also SLM Indemnified Amounts and are not paid by
the Trust on or before the 30th day following the date of demand pursuant to Section
8.01, shall be paid by SLM Corporation to the related Indemnified Party within five Business Days
following demand therefor accompanied by reasonable supporting documentation with respect to such
amounts.



     (c) SLM Corporation further agrees that, to the extent there are insufficient Available Funds
in the Collection Account on any Settlement Date to pay any Non-Use Fee due and owing on such
Settlement Date in accordance with Section 2.05(b), SLM Corporation shall pay to the
Managing Agent for each Facility Group on such Settlement Date the portion of such Facility Group’s
Non-Use Fee that would otherwise not be paid; provided, however, that SLM
Corporation shall not be obligated to pay any amounts under this Section 8.02(c) to the
extent that the aggregate amounts paid under Section 8.02(a) and this Section 8.02(c)
exceed the lesser of (1) 5% of the highest Aggregate Note Balance at any time during the
immediately preceding 12-month period, and (2) $133,333,333. Any failure by SLM Corporation to pay
its obligations under this Section 8.02(c) (other than by reason of the proviso in the
immediately preceding sentence) that remains uncured for five (5) Business Days after SLM
Corporation receives notice from the Administrative Agent or any Managing Agent of any such
obligation being due and payable shall constitute a Termination Event under Section 7.02(a)
of this Agreement. SLM Corporation hereby subordinates (to the rights of the Secured Creditors to
receive payment of the Obligations in full in immediately available funds) and releases any and all
rights and claims it may now or hereafter have or acquire against the Trust in connection with this
Section 8.02(c) that would constitute it a “creditor” of the Trust for purposes of the
Bankruptcy Code, including all rights of subrogation against the Trust and its property and all
rights of indemnification, contribution and reimbursement from the Trust and its property, all of
which are hereby waived.



ARTICLE IX.




ADMINISTRATIVE AGENT, SYNDICATION AGENT AND MANAGING AGENTS




     Section 9.01. Authorization and Action of Administrative Agent and Syndication Agent.



     (a) The Conduit Lenders, the LIBOR Lenders, the Managing Agents and the Alternate Lenders, as
of the Original Closing Date, accept the appointment of and authorize the Administrative Agent and
the Syndication Agent to take such action as agent on their behalf and to exercise such powers as
are delegated to the Administrative Agent and the Syndication Agent



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by the terms hereof, together with such powers as are reasonably incidental thereto. Each of
the Administrative Agent and the Syndication Agent reserves the right, in its sole discretion, to
take any actions and exercise any rights or remedies under this Agreement and any related
agreements and documents. Notwithstanding any provision to the contrary contained elsewhere in
this Agreement or in any other Transaction Document, the Administrative Agent and the Syndication
Agent shall not have any duties or responsibilities, except those expressly set forth in this
Agreement, nor shall the Administrative Agent or the Syndication Agent have or be deemed to have
any fiduciary relationship with any Lender or Managing Agent, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other
Transaction Document or otherwise exist against the Administrative Agent and the Syndication Agent.
Without limiting the generality of the foregoing sentence, the use of the terms “Administrative
Agent” and “Syndication Agent” in this Agreement with reference to the Administrative Agent and the
Syndication Agent, respectively, are not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law. Instead, such terms are
used merely as a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.



     (b) Each of the Administrative Agent and the Syndication Agent may execute any of its duties
under this Agreement or any other Transaction Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. Each of the Administrative Agent and the Syndication Agent shall not be responsible
for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable
care. The Administrative Agent agrees to give the Managing Agents notice of each notice and
determination and a copy of each certificate and report (if such notice, report, determination, or
certificate is not given by the applicable Person to such Managing Agent) given to it by the Trust,
the Administrator, any Seller, the Master Depositor, the Depositor, any Servicer, any Co-Valuation
Agent or the Eligible Lender Trustee pursuant to the terms of the Transaction Documents within five
Business Days of receipt thereof. Except for actions which each of the Administrative Agent and
the Syndication Agent is expressly required to take pursuant to this Agreement, neither the
Administrative Agent nor the Syndication Agent shall be required to take any action which exposes
the Administrative Agent or the Syndication Agent to personal liability or which is contrary to
applicable law unless the Administrative Agent or the Syndication Agent shall receive further
assurances to its satisfaction from the Managing Agents that it will be indemnified against any and
all liability and expense which may be incurred in taking or continuing to take such action.



     Section 9.02. Authorization and Action of Managing Agents.



     (a) Each Lender hereby accepts the appointment of and authorize its related Managing Agent to
take such action as agent on its behalf and to exercise such powers as are delegated to such
Managing Agent by the terms hereof, together with such powers as are reasonably incidental thereto.
Each Managing Agent reserves the right, in its sole discretion, to take any actions and exercise
any rights or remedies under this Agreement and any related agreements and documents.
Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other
Transaction Document, no Managing Agent shall have any duties or responsibilities, except those
expressly set forth in this Agreement, nor shall any



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Managing Agent have or be deemed to have any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Transaction Document or otherwise exist against any Managing
Agent. Without limiting the generality of the foregoing sentence, the use of the term “Managing
Agent” in this Agreement with reference to any Managing Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
law. Instead, such term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting parties.



     (b) Each Managing Agent may execute any of its duties under this Agreement or any other
Transaction Document by or through agents, employees or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. No Managing Agent shall be
responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care. Each Managing Agent agrees to give to its related Lenders prompt notice of each
notice and determination and a copy of each certificate and report (if such notice, report,
determination, or certificate is not given by the applicable Person to such Lender) given to it by
the Administrative Agent, the Syndication Agent, the Trust, the Administrator, any Seller, the
Depositor, any Servicer, any Co-Valuation Agent or the Eligible Lender Trustee pursuant to the
terms of this Agreement. Except for actions which each Managing Agent is expressly required to
take pursuant to this Agreement, such Managing Agent shall not be required to take any action which
exposes such Managing Agent to personal liability or which is contrary to applicable law unless
such Managing Agent shall receive further assurances to its satisfaction from its related Lenders
that it will be indemnified against any and all liability and expense which may be incurred in
taking or continuing to take such action.



     Section 9.03. Agency Termination. The appointment and authority of the Administrative Agent,
the Syndication Agent and the Managing Agents hereunder shall terminate upon the payment by the
Trust of all Obligations hereunder unless sooner terminated pursuant to Sections 9.07 and
9.08, as applicable.



     Section 9.04. Administrative Agent’s, Syndication Agent’s and Managing Agent’s Reliance, Etc.
None of the Administrative Agent, the Syndication Agent, any Managing Agent or any of their
respective directors, officers, agents or employees shall be liable for any action taken or omitted
to be taken by it as Administrative Agent, the Syndication Agent, or Managing Agent, as applicable,
under or in connection with this Agreement or any related agreement or document, except for its own
gross negligence or willful misconduct. Without limiting the foregoing, each of the Administrative
Agent, the Syndication Agent and each Managing Agent:



     (a) may consult with legal counsel (including counsel for the Trust or any Affiliate of the
Trust), independent public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts;



     (b) makes no warranty or representation to any Lender, any Managing Agent or any Program
Support Provider and shall not be responsible to any Lender, any Managing Agent or any Program
Support Provider for any statements, warranties or representations made by the Trust, the
Administrator, SLM Corporation, the Eligible Lender Trustee, any Seller, the



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Depositor, any Servicer, any Guarantor or any Co-Valuation Agent in connection with this
Agreement or any other Transaction Document;



     (c) shall not have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of this Agreement or any other Transaction Document on
the part of the Trust, the Administrator, SLM Corporation, the Eligible Lender Trustee, any
Servicer, any Seller, the Depositor, any Guarantor or any Co-Valuation Agent or to inspect the
property (including the books and records) of the Trust, the Administrator, SLM Corporation, the
Eligible Lender Trustee, any Servicer, any Seller, the Depositor, any Guarantor or any Co-Valuation
Agent;



     (d) shall not be responsible to any Lender, any Managing Agent, or any Program Support
Provider, as the case may be, for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, any Transaction Document or any other
instrument or document furnished pursuant hereto; and



     (e) shall incur no liability under or in respect of this Agreement by acting upon any notice
(including notice by telephone), consent, certificate or other instrument or writing (which may be
by facsimile or other electronic means) believed by it in good faith to be genuine and signed or
sent by the proper party or parties.



     Section 9.05. Administrative Agent, Syndication Agent, Managing Agents and Affiliates. The
Administrative Agent, the Syndication Agent, the Managing Agents and their Affiliates may generally
engage in any kind of business with the Trust, the Administrator, SLM Corporation, the Eligible
Lender Trustee, any Servicer, any Guarantor, any Seller, the Depositor, any of their respective
Affiliates and any Person who may do business with or own securities of the Trust, the
Administrator, SLM Corporation, the Eligible Lender Trustee, any Servicer, any Guarantor, any
Seller, the Depositor, or any of their respective Affiliates, all as if such entities were not the
Administrative Agent, the Syndication Agent or a Managing Agent and without any duty to account
therefor to any Lender, any Managing Agent or any Program Support Provider.



     Section 9.06. Decision to Purchase Class A Notes and Make Advances. The Lenders acknowledge
that each has, independently and without reliance upon the Administrative Agent or any Managing
Agent, and based on such documents and information as it has deemed appropriate, made its own
evaluation and decision to enter into this Agreement and to make Advances hereunder. The Lenders
also acknowledge that each will, independently and without reliance upon the Administrative Agent,
any Managing Agent or any of their Affiliates, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own decisions in taking or not taking
action under this Agreement or any related agreement, instrument or other document. Furthermore,
each of the Lenders and Managing Agents acknowledges and agrees that although it may have received
modeling and other structural information (including cash flow analysis) from the Administrative
Agent or a Managing Agent, neither the Administrative Agent nor any Managing Agent assumes any
responsibility for the accuracy or completeness of such information and such information is not
intended to be relied upon as a prediction of performance or for any other reason.



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     Section 9.07. Successor Administrative Agent or Syndication Agent.



     (a) The Administrative Agent or the Syndication Agent may resign at any time by giving five
days’ written notice thereof to the Syndication Agent or the Administrative Agent, as applicable,
each Conduit Lender, each Managing Agent, each LIBOR Lender, each Alternate Lender, the Trust, the
Administrator and the Eligible Lender Trustee. Upon any such resignation, the Conduit Lenders, the
Managing Agents, the LIBOR Lenders and the Alternate Lenders shall have the right to appoint a
successor Administrative Agent or Syndication Agent approved by the Administrator (which approval
will not be unreasonably withheld or delayed and will not be required after the occurrence and
during the continuation of a Termination Event). If no successor Administrative Agent or
Syndication Agent shall have been so appointed and shall have accepted such appointment within
sixty days after the retiring Administrative Agent’s or Syndication Agent’s giving of notice of
resignation, then the retiring Administrative Agent or Syndication Agent may, on behalf of the
Conduit Lenders, the Managing Agents, the LIBOR Lenders and the Alternate Lenders, appoint a
successor Administrative Agent or Syndication Agent. If the successor Administrative Agent or
Syndication Agent is not an Affiliate of the resigning Administrative Agent or Syndication Agent, a
LIBOR Lender or an Alternate Lender, such successor Administrative Agent or Syndication Agent shall
be subject to the Administrator’s prior written approval (which approval will not be unreasonably
withheld or delayed). Upon the acceptance of any appointment as Administrative Agent or
Syndication Agent hereunder by a successor Administrative Agent or Syndication Agent, such
successor Administrative Agent or Syndication Agent shall thereupon succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring Administrative Agent or
Syndication Agent, and the retiring Administrative Agent or Syndication Agent shall be discharged
from its duties and obligations under this Agreement. After any retiring Administrative Agent’s or
Syndication Agent’s resignation hereunder as Administrative Agent or Syndication Agent, the
provisions of this Article shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was an Administrative Agent or Syndication Agent under this Agreement.



     (b) The “Administrative Agent” and “Syndication Agent” shall include any successors to the
Administrative Agent or Syndication Agent as a result of a merger, consolidation, combination,
conversion, reorganization or any other transaction (or series of related transactions) in which
shares of the Administrative Agent’s or the Syndication Agent’s capital stock are sold or exchanged
for or converted or otherwise changed into other stock or securities, cash and/or any other
property, or the sale, lease, assignment, transfer or other conveyance of a majority of the assets
of the Administrative Agent or the Syndication Agent in any transaction (or series of related
transactions). Notwithstanding anything to the contrary in this Agreement, no consent of the
Lenders, the Managing Agents or the Trust shall be required in connection with the succession of
the Administrative Agent or the Syndication Agent as a result of any of the foregoing transactions.



     Section 9.08. Successor Managing Agents. Any Managing Agent may resign at any time by giving
five days’ written notice thereof to its related Lenders, the Trust, the Administrator, the
Administrative Agent and the Eligible Lender Trustee. Upon any such resignation, the applicable
Lenders shall have the right to appoint a successor Managing Agent approved by the Administrator
(which approval will not be unreasonably withheld or delayed



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and will not be required after the occurrence and during the continuation of a Termination
Event). If no successor Managing Agent shall have been so appointed and shall have accepted such
appointment, within sixty days after the retiring Managing Agent’s giving of notice of resignation,
then the retiring Managing Agent may, on behalf of its related Lenders, appoint a successor
Managing Agent. If the successor Managing Agent is not an Affiliate of the resigning Managing
Agent, such successor Managing Agent shall be subject to the Administrator’s prior written approval
(which approval will not be unreasonably withheld or delayed and will not be required after the
occurrence and during the continuation of a Termination Event). Upon the acceptance of any
appointment as a Managing Agent hereunder by a successor Managing Agent, such successor Managing
Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring Managing Agent, and the retiring Managing Agent shall be discharged from its
duties and obligations under this Agreement. After any retiring Managing Agent’s resignation
hereunder as a Managing Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was a Managing Agent under this Agreement.



     Section 9.09. Reimbursement. Each Managing Agent, Alternate Lender, LIBOR Lender and
Committed Conduit Lender agrees to reimburse and indemnify the Administrative Agent, the
Syndication Agent and its officers, directors, employees, representatives, counsel and agents (to
the extent the Administrative Agent or the Syndication Agent is not paid or reimbursed by the
Trust, the Administrator, SLM Corporation, the Master Servicer, the Sellers or the Depositor),
ratably according to the amounts owed to each such Person hereunder, from and against such Lender’s
ratable share of any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Administrative Agent or the Syndication Agent in
any way relating to or arising out of this Agreement or any other Transaction Document or any
action taken or omitted by the Administrative Agent or the Syndication Agent under this Agreement
or any Transaction Document; provided, that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent’s or the Syndication Agent’s
gross negligence or willful misconduct. Without limitation of the foregoing, each Alternate
Lender, LIBOR Lender and Committed Conduit Lender agrees to reimburse the Administrative Agent and
the Syndication Agent promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by the Administrative Agent and the Syndication Agent in
connection with the due diligence, negotiation, preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or
any other Transaction Document and in connection with the initial syndication of the Commitments as
described in the Syndication Procedures Letter, in each case to the extent that the Administrative
Agent or the Syndication Agent is not reimbursed for such expenses by the Trust, the Administrator,
SLM Corporation, the Master Servicer, the Sellers, the Master Depositor or the Depositor.



     Section 9.10. Notice of Amortization Events, Termination Events, Potential Amortization
Events, Potential Termination Events or Servicer Defaults. Neither the Administrative Agent nor
the Syndication Agent shall be deemed to have knowledge or notice of the occurrence of an
Amortization Event, a Termination Event, a Potential Amortization Event, a



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Potential Termination Event or a Servicer Default, unless the Administrative Agent or the
Syndication Agent has received written notice from a Note Purchaser, a Managing Agent or the Trust
referring to this Agreement, describing such Amortization Event, Termination Event, Potential
Amortization Event, Potential Termination Event or Servicer Default and stating that such notice is
a “Notice of Termination Event or Potential Termination Event,” “Notice of Amortization Event or
Potential Amortization Event” or “Notice of Servicer Default,” as applicable. The Administrative
Agent or the Syndication Agent will notify the Managing Agents of its receipt of any such notice.



ARTICLE X.




MISCELLANEOUS




     Section 10.01. Amendments, Etc.



     (a) Unless otherwise specified herein, no amendment to or waiver of any provision of this
Agreement or the Side Letter nor consent to any departure by the Trust or any other Person
therefrom shall in any event be effective unless the same shall be in writing and signed by the
Trust, the Eligible Lender Trustee and the Required Managing Agents and the Rating Agency Condition
has been satisfied; provided, however, that (u) SLM Education Credit Finance
Corporation agrees that it shall notify the Administrative Agent in writing of any proposed
amendments or other modifications to the organizational documents of any Seller, any Related SPE
Seller, the Master Depositor or the Depositor and will not effect any such amendment or other
modification without the prior written consent of the Required Managing Agents, not to be
unreasonably withheld; (w) any waiver of the Termination Event set forth in Section 7.02(r)
shall also require the consent of the applicable Exiting Facility Group; (x) no such amendment,
waiver or consent shall, without the consent of the Administrative Agent or the Syndication Agent,
require the Administrative Agent or the Syndication Agent, as applicable, to take any action or
amend, modify or waive the duties, responsibilities or rights of the Administrative Agent or the
Syndication Agent, as applicable, hereunder or under any other Transaction Document; (y) the
consent of the applicable Alternate Lender, LIBOR Lender or Committed Conduit Lender, shall be
required to increase the amount of its Commitment or extend the Scheduled Maturity Date; and (z) no
such amendment, waiver or consent shall, without the consent of each affected Managing Agent
exclusive (except in the case of clauses (ii)(A), (ii)(B), (iii), (v), (vi) and (vii) below) of any
Managing Agent for any Distressed Lender (unless such amendment, waiver or consent is (A)
necessary to correct a mistake or cure any ambiguity or (B) made solely to satisfy the Rating
Agency Condition, in each case as reasonably determined by the Required Managing Agents):



     (i) amend Section 7.01, Section 7.02 or Article VIII or the
definitions of Adjusted Pool Balance, Amortization Period, Applicable Percentage (including
as set forth in the Side Letter), Asset Coverage Ratio, Defaulted Student Loan, Eligible
FFELP Loan, Excess Concentration Amount (including as set forth in the Side Letter), Excess
Spread, Excess Spread Test, Maximum Advance Amount, Minimum Asset Coverage Ratio, or
Required Managing Agents or any other provision hereof specifying the percentage of Managing
Agents required to waive, amend or modify any rights hereunder



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or make any determination or grant any consent hereunder contained in this Agreement or
modify the then existing Excess Concentration Amount;



     (ii) amend, modify or waive any provision of this Agreement in any way which would (A)
reduce the amount of principal or Financing Costs payable on account of any Note or delay
any scheduled date for payment thereof, (B) reduce fees payable by the Trust to the
Administrative Agent, the Managing Agents or the Lenders or delay the dates on which such
fees are payable or (C) modify any provisions relating to the Asset Coverage Ratio or any
required reserves so as to reduce such reserves;



     (iii) agree to the payment of a different rate of interest on the Class A Notes
pursuant to this Agreement;



     (iv) waive the Termination Events set forth in Section 7.02(e) (with respect to
the Trust, the Administrator, the Master Servicer or SLM Corporation), Section
7.02(j), Section 7.02(o) and Section 7.02(s);



     (v) amend this Section 10.01 in any way other than expanding the list of
amendments, waivers or consents that require the consent of each Managing Agent;



     (vi) release all or substantially all of the Pledged Collateral except as expressly
permitted by this Agreement;



     (vii) amend Section 2.14 in a manner that would alter the pro rata sharing of
payments required thereby; or



     (viii) amend, modify or waive any provision of the Side Letter.



     (b) Any such amendment, waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given. To the extent the consent of any of the parties hereto
(other than the Trust) is required under any of the Transaction Documents, the determination as to
whether to grant or withhold such consent shall be made by such party in its sole discretion
without any implied duty toward any other Person, except as otherwise expressly provided herein or
therein. The parties acknowledge that, before entering into such an amendment or granting such a
waiver or consent, Lenders may be entitled to receive an amount as may be mutually agreed upon
between the Trust and the Managing Agents and, in addition, may be required to obtain the approval
of some or all of the Program Support Providers. If any Conduit Lender is required pursuant to its
program documents to provide notice of an amendment to the Transaction Documents to any Rating
Agency rating the CP of such Conduit Lender, such Conduit Lender’s related Managing Agent shall
provide such Rating Agency with notice of such amendment to the Transaction Documents.



     (c) The Administrative Agent covenants and agrees not to consent to any amendment or waiver to
the Administration Agent or the Servicing Agreement without receiving the consent of the Required
Managing Agents (or, in the case of any amendment to Section 5.01 of the Servicing
Agreement in clause (a) of the definition of Servicing Agreement, all of the Managing Agents
exclusive of any Managing Agent for any Distressed Lender).



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     Section 10.02. Notices; Non-Public Information, Etc.



     (a) Notices. All notices and other communications provided for hereunder shall, unless
otherwise stated herein, be in writing (including communication by facsimile copy or other
electronic means) and mailed, delivered by nationally recognized overnight courier service,
transmitted or delivered by hand, as to each party hereto, at its address set forth on Exhibit
M hereto or at such other address as shall be designated by such party in a written notice to
the other parties hereto. Each such notice, request or other communication shall be effective (i)
if given by facsimile, when such facsimile is transmitted to the specified facsimile number and an
appropriate confirmation is received, (ii) if given by e-mail, when sent to the specified e-mail
address and an appropriate confirmation is received, (iii) if given by mail, five days after being
deposited in the United States mails, first class postage prepaid (except that notices and
communications pursuant to Article II shall not be effective until received), (iv) if given
by nationally recognized courier guaranteeing overnight delivery, the Business Day following such
day after such communication is delivered to such courier or (v) if given by any other means, when
delivered at the address (electronic or otherwise) specified in this Section. Notwithstanding the
foregoing, with respect to any Transaction Document, any recipient may designate what it deems to
be appropriate confirmation and that notification by e-mail to it shall not be effective without
such confirmation.



     (b) MNPI. The Trust hereby acknowledges that (i) the Administrative Agent and/or the
Syndication Agent will make available to the Lenders materials and/or information provided by or on
behalf of the Trust hereunder (collectively, “Trust Materials”) by posting the Trust Materials on
IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders
may be “public-side” Lenders (each, a “Public Lender”) which may have personnel who do not wish to
receive material non-public information (within the meaning of the United States federal securities
laws) with respect to the Trust or its Affiliates, or the respective securities of any of the
foregoing (“MNPI”), and who may be engaged in investment and other market-related activities with
respect to the Trust’s or its Affiliate’s securities or debt. The Trust hereby agrees that (w) all
Trust Materials that are to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on
the first page thereof; (x) by marking Trust Materials “PUBLIC,” the Trust shall be deemed to have
authorized the Administrative Agent, the Syndication Agent and the Lenders to treat such Trust
Materials as not containing any MNPI with respect to the Trust, its Affiliates or their respective
securities for purposes of United States federal and state securities laws (provided,
however, that to the extent such Trust Materials constitute confidential information, they
shall be treated as set forth in Section 10.12); (y) all Trust Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Investor;”
and (z) the Administrative Agent and the Syndication Agent shall be entitled to treat any Trust
Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated “Public Investor.”



     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE TRUST MATERIALS OR THE ADEQUACY
OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE TRUST
MATERIALS. NO WARRANTY OF ANY KIND,




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EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE TRUST MATERIALS OR THE PLATFORM. In no
event shall any of the Administrative Agent, the Syndication Agent or any of its Related Parties
(collectively, the “Agent Parties”) have any liability to the Trust, any Lender or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of the Trust’s, the Administrative Agent’s or the Syndication Agent’s
transmission of Trust Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Agent Party.




     (d) Private Side Information. Each Public Lender agrees to cause at least one individual at
or on behalf of such Public Lender at all times to have selected the "Private Side Information” or
similar designation on the content declaration screen of the Platform in order to enable such
Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and
applicable law, including United States federal and state securities laws, to make reference to
Trust Materials that are not made available through the "Public Side Information” portion of the
Platform and that may contain MNPI with respect to the Trust or its securities for purposes of
United States federal or state securities laws.



     Section 10.03. No Waiver; Remedies; Limitation of Liability. No failure or delay by any party
hereto in exercising any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law. No claim may be made by any Transaction Party or any other Person
against any Lender, Managing Agent, the Administrative Agent, the Syndication Agent or any of their
Related Parties for any indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages) in respect of any claim for breach of contract or any other
theory of liability arising out of or related to the transactions contemplated by this Agreement or
any act, omission or event occurring in connection therewith; and each party hereto hereby waives,
releases and agrees not to sue upon any claim for any such damages, whether or not accrued and
whether or not known or suspected to exist in its favor. No claim may be made by any Lender,
Managing Agent, the Administrative Agent, the Syndication Agent or any other Person against any
Transaction Party or any of their Related Parties for any indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages) in respect of any claim
for breach of contract or any other theory of liability arising out of or related to the
transactions contemplated by this Agreement or any act, omission or event occurring in connection
therewith; and each party hereto hereby waives, releases and agrees not to sue upon any claim for
any such damages, whether or not accrued and whether or not known or suspected to exist in its
favor.



     Section 10.04. Successors and Assigns; Binding Effect.



     (a) This Agreement shall be binding on the parties hereto and their respective successors and
permitted assigns; provided, however, that neither the Trust nor the Administrator



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may assign or otherwise transfer any of its rights or obligations or delegate any of its
duties hereunder or under any of the other Transaction Documents to which it is a party without the
prior written consent of the Administrative Agent. Except as provided in clauses (b), (d), (f) and
(g) below and except as provided in Article III, no provision of this Agreement shall in
any manner restrict the ability of any Lender to assign, participate, grant security interests in,
or otherwise transfer any portion of its Note.



     (b) Lenders. Any Alternate Lender, LIBOR Lender or Committed Conduit Lender may assign all or
any portion of its Commitment and any Lender may assign all or any portion of its interest in its
Facility Group’s Class A Notes, the Pledged Collateral and its other rights and obligations
hereunder to any Person with the prior written approval of the Administrator and the Administrative
Agent (which approvals shall not be unreasonably withheld or delayed and shall not be required
after the occurrence and during the continuation of a Termination Event) and the approval of the
Managing Agent of such Lender’s Facility Group; provided, however, such consent of
the Administrator or the Administrative Agent shall not be required in the case of an assignment to
a Lender, an Affiliate of an existing Lender, an Approved Fund or a commercial paper conduit
managed by an Affiliate of an existing Lender or Managing Agent (it being understood that in the
case of an assignment to a commercial paper conduit that does not become a Committed Conduit
Lender, the related Commitment must be assigned to or retained by, as applicable, an Alternate
Lender within such conduit’s Facility Group); provided further, that (x) in the
case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and
interest in its Facility Group’s Class A Notes at the time owing to it or in the case of any
assignment to a Lender, an Affiliate of a Lender an Approved Fund or a commercial paper conduit
managed by an Affiliate of an existing Lender or Managing Agent, no minimum amount need be
assigned; and (y) in any case not described in clause (x) of this proviso, the aggregate minimum
amount of the Commitment or interest in a Facility Group’s Class A Notes to be assigned determined
as of the date of the assignment and assumption agreement shall not be less than $10,000,000,
unless each of the Administrative Agent and, so long as no Amortization Event or Termination Event
has occurred and is continuing, the Administrator otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however, that concurrent assignments
to members of an Assignee Group and concurrent assignment from members of an Assignee Group to a
single assignee (or to an assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been met.



     In connection with any such assignment, the assignor shall deliver to the assignee(s) an
assignment and assumption agreement, duly executed, assigning to such assignee a pro rata interest
in such assignor’s Commitment and other obligations hereunder and in its interest in its Facility
Group’s Class A Notes and the Pledged Collateral and other rights hereunder, and such assignor
shall promptly execute and deliver all further instruments and documents, and take all further
action, that the assignee may reasonably request, in order to protect, or more fully evidence the
assignee’s right, title and interest in and to such interest and to enable the Administrative
Agent, on behalf of such assignee, to exercise or enforce any rights hereunder and under the other
Transaction Documents to which such assignor is or, immediately prior to such assignment, was a
party. Upon any such assignment, (i) the assignee shall have all of the rights and obligations of
the assignor hereunder and under the other Transaction Documents to which such assignor is or,
immediately prior to such assignment, was a party with respect to such



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assignor’s Commitment and interest in its Facility Group’s Class A Notes and the Pledged
Collateral for all purposes of this Agreement and under the other Transaction Documents to which
such assignor is or, immediately prior to such assignment, was a party and (ii) the assignor shall
have no further obligations with respect to the portion of its Commitment which has been assigned
and shall relinquish its rights with respect to the portion of its interest in its Facility Group’s
Class A Notes and Pledged Collateral which has been assigned for all purposes of this Agreement and
under the other Transaction Documents to which such assignor is or, immediately prior to such
assignment, was a party. No such assignment shall be effective until a fully executed copy of the
related assignment and assumption agreement has been delivered to the Administrative Agent, the
applicable Managing Agent and the Administrator, together with an assignment processing and
recordation fee in the amount of $3,500.00 (which fee includes all costs and expenses of the
Administrative Agent, assignor and assignee for which the Trust is responsible in connection with
such assignment); provided, however, that the Administrative Agent may, in its sole
discretion elect to waive such processing recordation fee in the case of any assignment.



     (c) The assignee, if it is not a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. No such assignment shall be made to the Trust or any of the Trust’s
Affiliates, except as otherwise explicitly permitted by this Agreement.



     (d) Conduit Lenders. Without limiting the foregoing, each Conduit Lender may, from time to
time, with prior or concurrent notice to the Trust, the Administrator, the Managing Agent for such
Conduit Lender’s Facility Group, and the Administrative Agent, in one transaction or a series of
transactions, assign all or a portion of its interest in its Facility Group’s Class A Notes and its
rights and obligations under this Agreement and any other Transaction Documents to which it is a
party to a Conduit Assignee. Upon and to the extent of such assignment by a Conduit Lender to a
Conduit Assignee:




     (i) such Conduit Assignee shall be the owner of the assigned portion of the related
Facility Group’s Class A Notes and the right to make Advances;




     (ii) unless otherwise provided for in an agreement among the Conduit Assignee, the
Administrative Agent and the Trust, the Managing Agent for the Conduit Lender assignor will
act as the Managing Agent for such Conduit Assignee, with all corresponding rights and
powers, express or implied, granted to the Managing Agent hereunder or under the other
Transaction Documents;




     (iii) such Conduit Assignee (and any related commercial paper issuer, if such Conduit
Assignee does not itself issue commercial paper) and their respective Program Support
Providers and other Related Parties shall have the benefit of all the rights and protections
provided to the Conduit Lender and its Program Support Provider(s) herein and in the other
Transaction Documents (including any limitation on recourse against such Conduit Assignee or
Related Parties, any agreement not to file or join in the filing of a petition to commence
an insolvency proceeding against such Conduit Assignee, and the right to assign to another
Conduit Assignee as provided in this paragraph);



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     (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the
Conduit Lender’s obligations, if any, hereunder or any other Transaction Document, and the
Conduit Lender shall be released from such obligations, in each case to the extent of such
assignment, and the obligations of the Conduit Lender and such Conduit Assignee shall be
several and not joint;




     (v) all distributions in respect of the Class A Notes shall be made to the applicable
agent or Managing Agent, as applicable, on behalf of the Conduit Lender and such Conduit
Assignee on a pro rata basis according to their respective interests;




     (vi) the defined terms and other terms and provisions of this Agreement and the other
Transaction Documents shall be interpreted in accordance with the foregoing; and




     (vii) if requested by the Administrative Agent or the Managing Agent with respect to
the Conduit Assignee, the parties will execute and deliver such further agreements and
documents and take such other actions as the Administrative Agent or such Managing Agent may
reasonably request to evidence and give effect to the foregoing.


No assignment by a Conduit Lender to a Conduit Assignee of all or any portion of its interest in
its Facility Group’s Class A Notes shall in any way diminish its related Alternate Lenders’
obligation under this Agreement to fund any Advances not previously funded by the Conduit Lender or
such Conduit Assignee.




     (e) In the event that a Conduit Lender makes an assignment to a Conduit Assignee in accordance
with clause (d) above, the Alternate Lenders in such Conduit Lender’s Facility Group:




     (i) if requested by the related Managing Agent, shall terminate their participation in
the applicable Program Support Agreement related to the assigning Conduit Lender to the
extent of such assignment;




     (ii) if requested by the related Managing Agent, shall execute (either directly or
through a participation agreement, as determined by such Managing Agent) the program support
agreement related to such Conduit Assignee, to the extent of such assignment, the terms of
which shall be substantially similar to those of the participation or other agreement
entered into by such Alternate Lender with respect to the applicable Program Support
Agreement (or which shall be otherwise reasonably satisfactory to the related Managing Agent
and the Alternate Lenders);




     (iii) if requested by the Conduit Assignee, shall enter into such agreements as
requested by the Conduit Assignee pursuant to which they shall be obligated to provide
funding to the Conduit Assignee on substantially the same terms and conditions as is
provided for in this Agreement in respect of the Conduit Lender (or which agreements shall
be otherwise reasonably satisfactory to the Conduit Assignee and the Alternate Lenders); and



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     (iv) shall take such actions as the Administrative Agent shall reasonably request in
connection therewith.



     (f) Notwithstanding the foregoing, each of the Administrator and the Trust hereby agrees and
consents to the assignment by any Conduit Lender from time to time of all or any part of its rights
under, interest in and title to the Advances, the Pledged Collateral, this Agreement, and the other
Transaction Documents to any Program Support Provider.



     (g) If its related Managing Agent so elects, a Conduit Lender shall assign (and each of the
Administrator and the Trust consents to such assignment), effective on the Assignment Date referred
to below, all or such portions as may be elected by the Conduit Lender of its interest in its
Facility Group’s Note, at such time to its related Alternate Lender(s); provided,
however, that no such assignment shall take place pursuant to this paragraph at a time when
an Event of Bankruptcy with respect to such Conduit Lender exists. No further documentation or
action on the part of the Conduit Lender shall be required to exercise the rights set forth in the
immediately preceding sentence, other than the giving of notice by its related Managing Agent on
behalf of the Conduit Lender referred to above and the delivery by such related Managing Agent of a
copy of such notice to each related Alternate Lender (the date of the receipt by the applicable
Managing Agent of any such notice being the “Assignment Date”). Each related Alternate Lender
hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff,
counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such
Assignment Date to its related Conduit Lender or Conduit Lenders in immediately available funds to
an account designated by the related Managing Agent. Upon payment of its Assignment Amount, each
such Alternate Lender shall acquire an interest in such Facility Group’s Class A Notes equal to
that transferred by the Conduit Lender. In the event that the aggregate of the Assignment Amounts
paid by any Facility Group’s Alternate Lenders pursuant to this paragraph on any Assignment Date
occurring is less than the principal balance of the Class A Notes of the applicable Conduit Lender
on such Assignment Date, then to the extent payments are therefore received by the applicable
Managing Agent hereunder in respect of such Class A Notes in excess of the aggregate of the
unrecovered Assignment Amounts funded by the related Alternate Lenders, such excess shall be
remitted by the applicable Managing Agent to the applicable Conduit Lenders.



     (h) By executing and delivering an assignment and assumption agreement, the assignor and
assignee thereunder confirm to and agree with each other and the other parties hereto as follows:




     (i) other than as provided in such assignment and assumption agreement, the assignor
makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this Agreement, the
other Transaction Documents or any other instrument or document furnished pursuant hereto or
thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or
value or this Agreement, the other Transaction Documents or any such other instrument or
document;




     (ii) the assignor makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Administrator, SLM



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Corporation, the Trust or any Affiliate thereof or the performance or observance by the
Administrator, SLM Corporation, the Trust or any Affiliate thereof of any of their
respective obligations under this Agreement or the other Transaction Documents or any other
instrument or document furnished pursuant hereto;




     (iii) such assignee confirms that it has received a copy of this Agreement and each
other Transaction Document and such other instruments, documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into such
assignment and assumption agreement and to purchase such interest;




     (iv) such assignee will, independently and without reliance upon the Administrative
Agent, any Managing Agent, any other Lender, or any of their respective Affiliates, or the
assignor and based on such agreements, documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Transaction Documents;




     (v) such assignee appoints and authorizes the Administrative Agent and its applicable
Managing Agent to take such action as agent on its behalf and to exercise such powers under
this Agreement, the other Transaction Documents and any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative Agent or its
applicable Managing Agent by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto and to enforce its respective rights and interests in and
under this Agreement, the other Transaction Documents and the Pledged Collateral;




     (vi) such assignee agrees that it will perform in accordance with their terms all of
the obligations which by the terms of this Agreement and the other Transaction Documents are
required to be performed by it as the assignee of the assignor; and




     (vii) such assignee agrees that it will not institute against the Conduit Lenders any
proceeding of the type referred to in Section 10.15 prior to the date which is one
year and one day (or, if longer, any applicable preference period plus one day) after the
payment in full of all CP issued by the Conduit Lender (or any related commercial paper
issuer, if the Conduit Lender does not itself issue CP).



     (i) From and after the effective date specified in each assignment and acceptance, (i) the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
assignment and acceptance, have the rights and obligations of the assigning Lender under this
Agreement, (ii) the assigning Lender shall, to the extent of the interest so assigned, be relieved
from its obligations hereunder and (iii) in the case of an assignment of all of a Lender’s rights
and obligations hereunder, such Lender shall cease to be a party hereto; provided, that
such Lender shall continue to be entitled to the benefits of Sections 2.02(c),
2.15, 2.20 and 10.08 and Article VIII, in each case solely with
respect to facts and circumstances occurring prior to the effective date of such assignment.



     (j) The Administrative Agent shall, acting solely for this purpose as an agent of the Trust,
maintain a register (the “Register”) on which it will record the Lenders’ rights hereunder,



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and each assignment and acceptance and participation. The Register shall include the names
and addresses of the Lenders (including all assignees, successors and participants). Failure to
make any such recordation, or any error in such recordation, shall not affect the Lenders’
obligations in respect of such rights. If a Lender assigns or sells a participation in its rights
hereunder, it shall provide the Trust and the Administrative Agent with the information described
in this paragraph and permit the Trust to review such information as reasonably needed for the
Trust and the Administrative Agent to comply with its obligations under this Agreement or to
maintain the Obligations at all times in “registered form” within the meaning of Sections 163(f),
871(h)(2) and 881(c)(2) of the Code and any related regulations. The entries in the Register shall
be conclusive, and the Trust, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Trust and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.



     (k) Each Lender may at any time pledge or Grant a security interest in all or any portion of
its rights under this Agreement (including, without limitation, rights to payment of principal and
Yield) to secure its obligations, including without limitation any pledge, grant, or assignment to
secure obligations to a Federal Reserve Bank, without notice to or consent of SLM Corporation, the
Administrator, the Trust or the Administrative Agent; provided, that no such pledge or
Grant of a security interest shall release a Lender from any of its obligations under this
Agreement, or substitute any such pledgee or grantee for such Lender as a party to this Agreement.



     (l) [Reserved].



     (m) Any Lender may, without the consent of, or notice to, the Trust or the Administrative
Agent, sell participations to any Person (other than a natural person or the Trust or any of the
Trust’s Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of its Commitment and/or its interest
in its Facility Group’s Class A Notes owing to it); provided, that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations; (iii) the Trust
and the Administrative Agent shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement; and (iv) such Lender
shall obtain from the Participant, on behalf of the Administrator, a confidentiality agreement
consistent with the restrictions set forth in Section 10.12 or a written agreement to
comply with the provisions of Section 10.12.



     Section 10.05. Survival. The rights and remedies with respect to any breach of a
representation and warranty made by or on behalf of the Trust pursuant to Article V and the
indemnification and payment provisions of Articles VIII and IX and Sections
2.14, 2.15, 2.20, 10.06, 10.07, 10.08, 10.09,
10.10, 10.12, 10.14, 10.15, 10.16 and 10.17 shall
be continuing and shall survive the termination of this Agreement and, with respect to the
Administrative Agent’s, the Syndication Agent’s, each Managing Agent’s and the Eligible Lender
Trustee’s rights under Articles VIII, IX and X, the removal or resignation
of the Administrative Agent, the Syndication Agent, such Managing Agent or the Eligible Lender
Trustee.



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     Section 10.06. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     Section 10.07. Submission to Jurisdiction; Waiver of Jury Trial; Appointment of Service Agent.



     (a) EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING
IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS SECTION 10.07 SHALL AFFECT THE RIGHT OF
THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE MANAGING AGENTS OR THE NOTE PURCHASERS TO
BRING ANY ACTION OR PROCEEDING AGAINST THE TRUST OR THE ADMINISTRATOR OR ANY OF THEIR RESPECTIVE
PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.



     (b) EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF,
CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.



     (c) The Trust and the Administrator each hereby appoint CT Corporation located at 111 Eighth
Avenue, New York, New York 10011 as the authorized agent upon whom process may be served in any
action arising out of or based upon this Agreement, the other Transaction Documents to which such
Person is a party or the transactions contemplated hereby or thereby that may be instituted in the
United States District Court for the Southern District of New York and of any New York State court
sitting in The City of New York by the Administrative Agent or the Note Purchasers or any successor
or assignee of any of them.



     Section 10.08. Costs and Expenses. The Trust agrees to pay, on or before the 30th
day following the date of demand, all reasonable and customary costs, fees and expenses of the
Eligible Lender Trustee, the Administrative Agent, the Syndication Agent, the Lead Arrangers, the
Managing Agents, the Lenders or the Program Support Providers incurred in connection with the due
diligence, negotiation, preparation, execution, delivery, renewal or any amendment or



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modification of, or any waiver or consent issued in connection with, this Agreement, any
Program Support Agreement or any other Transaction Document, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Eligible Lender Trustee, the
Administrative Agent, the Syndication Agent, the Lead Arrangers, the Managing Agents, the Lenders
or the Program Support Providers with respect thereto and all costs, fees and expenses, if any
(including the applicable Rating Agency fees and reasonable auditors’ and counsel fees and
expenses), incurred by the Eligible Lender Trustee, the Administrative Agent, the Syndication
Agent, the Lead Arrangers, the Managing Agents, the Lenders or the Program Support Providers in
connection with the enforcement of this Agreement and the other Transaction Documents.
Notwithstanding the foregoing, each of the Managing Agents, the Lenders and the Program Support
Providers agrees that the Trust shall only be required to pay amounts for legal fees and expenses
of not more than two law firms engaged by the Administrative Agent or the Syndication Agent, as
applicable, on behalf of the Secured Creditors, unless otherwise agreed to by the Trust in its sole
discretion. Each of SLM Education Credit Finance Corporation and the Administrator agrees to pay
such required payments on behalf of the Trust on the A&R Closing Date to the extent such expenses
are properly invoiced prior to the A&R Closing Date.



     Section 10.09. Bankruptcy Non-Petition and Limited Recourse. Notwithstanding any other
provision of this Agreement, each party hereto (other than the Trust) covenants and agrees that it
shall not, prior to the date which is one year and one day (or, if longer, any applicable
preference period plus one day) after payment in full of the Class A Notes, institute against, or
join any other Person in instituting against, the Trust, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or any similar proceeding under any federal or
state bankruptcy or similar law; provided, that nothing in this provision shall preclude or
be deemed to stop any party hereto (a) from taking any action prior to the expiration of the
aforementioned one year and one day period in (i) any case or proceeding voluntarily filed or
commenced by the Trust or (ii) any involuntary insolvency proceeding filed or commenced against the
Trust by any Person other than a party hereto or (b) from commencing against the Trust or the
Pledged Collateral any legal action which is not a bankruptcy, reorganization, arrangement,
insolvency or a liquidation proceeding. The obligations of the Trust under this Agreement are
limited recourse obligations payable solely from the Pledged Collateral and, following realization
of the Pledged Collateral and its application in accordance with the terms hereof, any outstanding
obligations of the Trust hereunder shall be extinguished and shall not thereafter revive. In
addition, no recourse shall be had for any amounts payable or any other obligations arising under
this Agreement against any officer, member, director, employee, partner or security holder of the
Trust or any of its successors or assigns. The provisions of this Section shall survive the
termination of this Agreement.



     Section 10.10. Recourse Against Certain Parties. No recourse under or with respect to any
obligation, covenant or agreement (including, without limitation, the payment of any fees or any
other obligations) of the Eligible Lender Trustee, the Administrative Agent, the Syndication Agent,
the Managing Agents, the Lenders or the Program Support Providers as contained in this Agreement or
any other agreement, instrument or document entered into by it pursuant hereto or in connection
herewith shall be had against any administrator of the Eligible Lender Trustee, the Administrative
Agent, the Syndication Agent, the Managing Agents, the Lenders or the Program Support Providers or
any incorporator, Affiliate, stockholder, officer, employee or director of the



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Eligible Lender Trustee, the Administrative Agent, the Syndication Agent, the Managing Agents,
the Lenders or the Program Support Providers or of any such administrator, as such, by the
enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or
otherwise; it being expressly agreed and understood that the agreements of the Eligible Lender
Trustee, the Administrative Agent, the Syndication Agent, the Managing Agents, the Lenders and the
Program Support Providers contained in this Agreement and all of the other agreements, instruments
and documents entered into by the Eligible Lender Trustee, the Administrative Agent, the
Syndication Agent, the Managing Agents, the Lenders or the Program Support Providers pursuant
hereto or in connection herewith are, in each case, solely the corporate obligations of the
Eligible Lender Trustee, the Administrative Agent, the Syndication Agent, the Managing Agents, the
Lenders or the Program Support Providers, as applicable. No personal liability whatsoever shall
attach to or be incurred by any administrator of the Eligible Lender Trustee, the Administrative
Agent, the Syndication Agent, the Managing Agents, the Lenders or the Program Support Providers or
any incorporator, stockholder, Affiliate, officer, employee or director thereof or any such
administrator, as such, or any of them, under or by reason of any of the obligations, covenants or
agreements of the Eligible Lender Trustee, the Administrative Agent, the Syndication Agent, the
Managing Agents, the Lenders or the Program Support Providers contained in this Agreement or in any
other such instruments, documents or agreements, or which are implied therefrom, and any and all
personal liability of every such administrator and each incorporator, stockholder, Affiliate,
officer, employee or director of the Eligible Lender Trustee, the Administrative Agent, the
Syndication Agent, the Managing Agents, the Lenders or the Program Support Providers or of any such
administrator, or any of them, for breaches by the Eligible Lender Trustee, the Administrative
Agent, the Syndication Agent, the Managing Agents, the Lenders or the Program Support Providers of
any such obligations, covenants or agreements, which liability may arise either at common law or at
equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and
in consideration for the execution of this Agreement. The provisions of this Section shall survive
the termination of this Agreement and, with respect to the rights of the Eligible Lender Trustee,
the Administrative Agent, the Syndication Agent or the Managing Agents, the resignation or removal
of the Eligible Lender Trustee, the Administrative Agent, the Syndication Agent or the Managing
Agents.



     Section 10.11. Execution in Counterparts; Severability. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same agreement. Delivery by facsimile or electronic mail of an executed signature page
of this Agreement or any other Transaction Document shall be effective as delivery of an executed
counterpart hereof. In case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.



     Section 10.12. Confidentiality.



     (a) Each of the Administrative Agent, the Syndication Agent, the Managing Agents and the
Lenders agrees to keep confidential and not disclose any non-public information or documents
related to the Trust or any Affiliate of the Trust delivered or provided to such Person



137









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





in connection with this Agreement, any other Transaction Document or the transactions
contemplated hereby or thereby and which are clearly identified in writing by the Trust or such
Affiliate as being confidential; provided, however, that each of the foregoing may
disclose such information:




     (i) to the extent required or deemed necessary and/or advisable by such Person’s
counsel in any judicial, regulatory, arbitration or governmental proceeding or under any
law, regulation, order, subpoena or decree;




     (ii) to its officers, directors, employees, accountants, auditors and outside counsel,
in each case, provided they are informed of the confidentiality thereof and agree to
maintain such confidentiality;




     (iii) to any Program Support Provider, any potential Program Support Provider, or any
assignee or participant or potential assignee or participant of any Program Support
Provider, provided they are informed of the confidentiality thereof and agree to maintain
such confidentiality;




     (iv) to any assignee, participant or potential assignee or participant of or with any
of the foregoing;




     (v) in connection with the enforcement of its rights and remedies under this Agreement
or of any of the other Transaction Documents or any Program Support Agreement;




     (vi) to any Rating Agency rating the Class A Notes, the CP of the Conduit Lenders or
rating SLM Corporation; and




     (vii) to such other Persons as may be approved by the Trust.


Notwithstanding the foregoing, the foregoing obligations shall not apply to any such information,
documents or portions thereof that (x) were of public knowledge or literature generally available
to the public at the time of such disclosure; or (y) have become part of the public domain by
publication or otherwise, other than as a result of the failure of such party or any of its
respective employees, directors, officers, advisors, accountants, auditors, or legal counsel to
preserve the confidentiality thereof.




     (b) Each of the Trust and the Administrator hereby agrees that it will not disclose the
contents of this Agreement or any other Transaction Document or any other proprietary or
confidential information of or with respect to any Note Purchaser, any Managing Agent, the
Administrative Agent, the Syndication Agent or any Program Support Provider to any other Person
except (i) its auditors and attorneys, employees or financial advisors (other than any commercial
bank) and any nationally recognized statistical rating organization, provided such auditors,
attorneys, employees, financial advisors or rating agencies are informed of the highly confidential
nature of such information or (ii) as otherwise required by applicable law or order of a court of
competent jurisdiction; provided, that, to the extent reasonably practicable, the Trust and
the Administrator shall provide to the Administrative Agent and Syndication Agent an opportunity to
review the form and content of a disclosure pursuant to this clause (ii) prior to the



138









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]





making of such disclosure and shall provide to each Managing Agent an opportunity to review
any such disclosure which mentions by name such Managing Agent or any member of its Facility Group.



     (c) Notwithstanding any other provision herein to the contrary, each of the parties hereto
(and each employee, representative or other agent of each such party) may disclose to any and all
persons, without limitation of any kind, any information with respect to the United States federal,
state and local "tax treatment” and "tax structure” (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated by the Transaction Documents and all
materials of any kind (including opinions or other tax analyses) that are provided to such party or
its representatives relating to such tax treatment and tax structure; provided, that no
person may disclose the name of or identifying information with respect to any party identified in
the Transaction Documents or any pricing terms or other nonpublic business or financial information
that is unrelated to the United States federal, state and local tax treatment of the transaction
and is not relevant to understanding the United States federal, state and local tax treatment of
the transaction, without complying with the provisions of Section 10.12(a);
provided, further, that with respect to any document or similar item that in either
case contains information concerning the tax treatment or tax structure of the transaction as well
as other information, this sentence shall only apply to such portions of the document or similar
item that relate to the United States federal, state and local tax treatment or tax structure of
the transactions contemplated hereby.



     Section 10.13. Section Titles. The section titles contained in this Agreement shall be
without substantive meaning or content of any kind whatsoever and are not a part of the agreement
between the parties.



     Section 10.14. Entire Agreement. This Agreement, including all Exhibits, Schedules and
Appendices and other documents attached hereto or incorporated by reference herein, together with
the other Transaction Documents constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all other negotiations, understandings and representations,
oral or written, with respect to the subject matter hereof.



     Section 10.15. No Petition. Each of the Trust, the Administrator, the Eligible Lender
Trustee, the Administrative Agent, the Syndication Agent and the Managing Agents hereby covenants
and agrees with respect to each Conduit Lender that, prior to the date which is one year and one
day (or, if longer, any applicable preference period plus one day) after the payment in full of all
outstanding indebtedness of such Conduit Lender (or its related commercial paper issuer), it will
not institute against or join any other person or entity in instituting against such Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar
proceeding under the laws of the United States or any state of the United States. The foregoing
shall not limit the rights of the Trust, the Administrator, the Eligible Lender Trustee, the
Administrative Agent, the Syndication Agent or the Managing Agents to file any claim in, or
otherwise take any action with respect to, any insolvency proceeding instituted against any Conduit
Lender by a Person other than the Trust, the Administrator, the Eligible Lender Trustee, the
Administrative Agent, the Syndication Agent or the Managing Agents, as applicable. The provisions
of this Section shall survive the termination of this Agreement.



139









 






[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]



     Section 10.16. Excess Funds. Notwithstanding any provisions contained in this Agreement to
the contrary, no Conduit Lender shall, nor shall be obligated to, pay any amount pursuant to this
Agreement unless (i) such Conduit Lender has received funds which may be used to make such payment
and which funds are not required to repay its CP when due and (ii) after giving effect to such
payment, either (x) such Conduit Lender could issue CP to refinance all of its outstanding CP
(assuming such outstanding CP matured at such time) in accordance with the program documents
governing such Conduit Lender’s securitization program or (y) all of such Conduit Lender’s CP are
paid in full. Any amount which a Conduit Lender does not pay pursuant to the operation of the
preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against
or corporate obligation of such Conduit Lender for any such insufficiency unless and until such
Conduit Lender satisfies the provisions of clauses (i) and (ii) above.



     Section 10.17. Eligible Lender Trustee.



     (a) The parties hereto agree that the Eligible Lender Trustee shall be afforded all of the
rights, immunities and privileges afforded to the Eligible Lender Trustee under the Trust Agreement
in connection with its execution of this Agreement.



     (b) Notwithstanding the foregoing, none of the Secured Parties shall have recourse to the
assets of the Eligible Lender Trustee in its individual capacity in respect of the obligations of
the Trust. The parties hereto acknowledge and agree that The Bank of New York Mellon Trust
Company, National Association. (formerly known as The Bank of New York Trust Company, N.A.) and any
successor eligible lender trustee is entering into this Agreement solely in its capacity as
Eligible Lender Trustee, and not in its individual capacity, and in no case shall The Bank of New
York Mellon Trust Company, National Association (formerly known as The Bank of New York Trust
Company, N.A.) (or any person acting as successor eligible lender trustee) be personally liable for
or on account of any of the statements, representations, warranties, covenants or obligations
stated to be those of the Trust, all such liability, if any, being expressly waived by the parties
hereto, any person claiming by, through, or under any such party.



     Section 10.18. USA PATRIOT Act Notice. Each Lender that is subject to the Patriot Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Trust that pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain,
verify and record information that identifies the Trust, which information includes the name and
address of the Trust and other information that will allow such Lender or the Administrative Agent,
as applicable, to identify the Trust in accordance with the Patriot Act.




140











 





     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 	 	 
	 	 	THE TRUST:	 	 
	 
	 	 	 	 	 	 
	 	 	BLUEMONT FUNDING I	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION (formerly known as THE BANK
OF NEW YORK TRUST COMPANY, N.A.), not in its
individual capacity but solely in its capacity as
Eligible Lender Trustee under the Amended and
Restated Trust Agreement dated as of the Original
Closing Date by and among the Depositor, the
Delaware Trustee and the Eligible Lender Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael G. Ruppel
 

Name: Michael G. Ruppel
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE ELIGIBLE LENDER TRUSTEE:	 	 
	 
	 	 	 	 	 	 
	 

	 	THE
	 	BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION (formerly known as THE BANK
OF NEW YORK TRUST COMPANY, N.A.), not in its
individual capacity but solely in its capacity as
Eligible Lender Trustee under the Amended and
Restated Trust Agreement dated as of the Original
Closing Date by and among the Depositor, the
Delaware Trustee and the Eligible Lender Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael G. Ruppel	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael G. Ruppel	 	 
	 

	 	 	 	Title: Vice President	 	 






141









 





	 	 	 	 	 
	 	THE ADMINISTRATOR:



SALLIE MAE, INC.

 	 
	 	By:  	/s/ Stephen O’Connell
 	 
	 	 	Name:  	Stephen O’Connell 	 
	 	 	Title:  	Senior Vice President 	 
	 




142









 








	 	 	 	 	 
	 	THE ADMINISTRATIVE AGENT:



BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Jeffrey K. Fricano
 	 
	 	 	Name:  	Jeffrey K. Fricano 	 
	 	 	Title:  	Principal 	 
	 
	 	BANK OF AMERICA, N.A., as securities intermediary

and depositary bank with respect to the Trust
Accounts

 	 
	 	By:  	/s/ Jeffrey K. Fricano
 	 
	 	 	Name:  	Jeffrey K. Fricano 	 
	 	 	Title:  	Principal 	 
	 
	 	LEAD ARRANGER:



BANC OF AMERICA SECURITIES LLC

 	 
	 	By:  	/s/ Jeffrey K. Fricano
 	 
	 	 	Name:  	Jeffrey K. Fricano 	 
	 	 	Title:  	Principal 	 
	 














 





	 	 	 	 	 
	 	BANK OF AMERICA FACILITY GROUP:



CONDUIT LENDERS:



RANGER FUNDING COMPANY LLC

 	 
	 	By:  	/s/ Doris J. Hearn
 	 
	 	 	Name:  	Doris J. Hearn 	 
	 	 	Title:  	Vice President 	 
	 
	 	YC SUSI TRUST

 	 
	 	By:  	BANK OF AMERICA, NATIONAL
 	 
	 	 	ASSOCIATION, as Administrative Trustee 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Jeffrey K. Fricano
 	 
	 	 	Name:  	Jeffrey K. Fricano 	 
	 	 	Title:  	Principal 	 
	 
	 	ENTERPRISE FUNDING COMPANY LLC

 	 
	 	By:  	/s/ Kevin P. Burns
 	 
	 	 	Name:  	Kevin P. Burns 	 
	 	 	Title:  	Vice President 	 
	 
	 	KITTY HAWK FUNDING CORPORATION

 	 
	 	By:  	/s/ Philip A. Martone
 	 
	 	 	Name:  	Philip A. Martone 	 
	 	 	Title:  	Vice President 	 
	 
	 	YC FUNDING LLC

 	 
	 	By:  	BANK OF AMERICA, NATIONAL
 	 
	 	 	ASSOCIATION, as YC Funding Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Jeffrey K. Fricano
 	 
	 	 	Name:  	Jeffrey K. Fricano 	 
	 	 	Title:  	Principal 	 
	 




2









 





	 	 	 	 	 
	 	MANAGING AGENT:



BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Jeffrey K. Fricano
 	 
	 	 	Name:  	Jeffrey K. Fricano 	 
	 	 	Title:  	Principal 	 
	 




3









 





	 	 	 	 	 
	 	ALTERNATE LENDER:



BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Jeffrey K. Fricano
 	 
	 	 	Name:  	Jeffrey K. Fricano 	 
	 	 	Title:  	Principal 	 
	 
	 	LIBOR LENDER:



BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Jeffrey K. Fricano
 	 
	 	 	Name:  	Jeffrey K. Fricano 	 
	 	 	Title:  	Principal 	 
	 




4









 





	 	 	 	 	 
	 	THE SYNDICATION AGENT:



JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Catherine V. Frank
 	 
	 	 	Name:  	Catherine V. Frank 	 
	 	 	Title:  	Executive Director 	 
	 
	 	LEAD ARRANGER:



J.P. MORGAN SECURITIES INC.

 	 
	 	By:  	/s/ Catherine V. Frank
 	 
	 	 	Name:  	Catherine V. Frank 	 
	 	 	Title:  	Executive Director 	 



5









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN FACILITY GROUP:



CONDUIT LENDERS:



CHARIOT FUNDING LLC

 	 
	 	By:  	JPMORGAN CHASE BANK, N.A., its
 	 
	 	attorney-in-fact 	 
	 	 	 
	 	By:  	/s/ Catherine V. Frank
 	 
	 	 	Name:  	Catherine V. Frank 	 
	 	 	Title:  	Executive Director 	 
	 
	 	FALCON ASSET SECURITIZATION COMPANY LLC

 	 
	 	By:  	JPMORGAN CHASE BANK, N.A., its
 	 
	 	attorney-in-fact 	 
	 	 	 
	 	By:  	/s/ Catherine V. Frank
 	 
	 	 	Name:  	Catherine V. Frank 	 
	 	 	Title:  	Executive Director 	 
	 
	 	JS SILOED TRUST

 	 
	 	By:  	JPMORGAN CHASE BANK, N.A., as
 	 
	 	Administrative Trustee 	 
	 	 	 
	 	By:  	/s/ Catherine V. Frank
 	 
	 	 	Name:  	Catherine V. Frank 	 
	 	 	Title:  	Executive Director 	 
	 
	 	PARK AVENUE RECEIVABLES COMPANY, LLC

 	 
	 	By:  	JPMORGAN CHASE BANK, N.A., its
 	 
	 	attorney-in-fact 	 
	 	 	 
	 	By:  	/s/ Catherine V. Frank
 	 
	 	 	Name:  	Catherine V. Frank 	 
	 	 	Title:  	Executive Director 	 




6









 





	 	 	 	 	 
	 	MANAGING AGENT:



JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Catherine V. Frank
 	 
	 	 	Name:  	Catherine V. Frank 	 
	 	 	Title:  	Executive Director 	 
	 
	 	ALTERNATE LENDER:



JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Catherine V. Frank
 	 
	 	 	Name:  	Catherine V. Frank 	 
	 	 	Title:  	Executive Director 	 
	 




 









 





	 	 	 	 	 
	 	BARCLAYS FACILITY GROUP:



COMMITTED CONDUIT LENDERS:



SHEFFIELD RECEIVABLES CORPORATION

 	 
	 	By:  	BARCLAYS BANK PLC, as attorney-in-fact
 	 
	 	 	 
	 	By:  	             /s/ Jason D. Muncy
 	 
	 	 	Name:  	Jason D. Muncy 	 
	 	 	Title:  	Associate Director 	 
	 
	 	SALISBURY RECEIVABLES COMPANY LLC

 	 
	 	By:  	BARCLAYS BANK PLC, as attorney-in-fact
 	 
	 	 	 
	 	By:  	             /s/ Jason D. Muncy
 	 
	 	 	Name:  	Jason D. Muncy 	 
	 	 	Title:  	Associate Director 	 
	 
	 	MANAGING AGENT:



BARCLAYS BANK PLC

 	 
	 	By:  	/s/ Jeffrey Goldberg
 	 
	 	 	Name:  	Jeffrey Goldberg 	 
	 	 	Title:  	Associate Director 	 
	 




 









 





	 	 	 	 	 
	 	RBS FACILITY GROUP:



CONDUIT LENDERS:



AMSTERDAM FUNDING CORPORATION

 	 
	 	By:  	/s/ Frank B. Bilotta
 	 
	 	 	Name:  	Frank B. Bilotta 	 
	 	 	Title:  	President 	 
	 
	 	WINDMILL FUNDING CORPORATION

 	 
	 	By:  	/s/ Frank B. Bilotta
 	 
	 	 	Name:  	Frank B. Bilotta 	 
	 	 	Title:  	President 	 
	 
	 	MANAGING AGENT:



THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Jeffrey J. Orr
 	 
	 	 	Name:  	Jeffrey J. Orr 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ALTERNATE LENDER:



THE ROYAL BANK OF SCOTLAND PLC, 

NEW YORK BRANCH

 	 
	 	By:  	RBS SECURITIES, INC., as agent
 	 
	 	 	 
	 	By:  	             /s/ Michael T. Fabiano
 	 
	 	 	Name:  	Michael T. Fabiano 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	DEUTSCHE BANK FACILITY GROUP:



CONDUIT LENDER:



GEMINI SECURITIZATION CORP., LLC

 	 
	 	By:  	/s/ Louise E. Colby
 	 
	 	 	Name:  	Louise E. Colby 	 
	 	 	Title:  	Vice President 	 
	 
	 	MANAGING AGENT:



DEUTSCHE BANK AG, NEW YORK BRANCH

 	 
	 	By:  	/s/ Sumeet Wadhera
 	 
	 	 	Name:  	Sumeet Wadhera 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	             /s/ Chawey Wu
 	 
	 	 	Name:  	Chawey Wu 	 
	 	 	Title:  	Vice President 	 
	 
	 	ALTERNATE LENDER:



DEUTSCHE BANK AG, NEW YORK BRANCH

 	 
	 	By:  	/s/ Sumeet Wadhera
 	 
	 	 	Name:  	Sumeet Wadhera 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	             /s/ Chawey Wu
 	 
	 	 	Name:  	Chawey Wu 	 
	 	 	Title:  	Vice President 	 
	 




 











 





	 	 	 	 	 
	 	CREDIT SUISSE FACILITY GROUP:



CONDUIT LENDER:



ALPINE SECURITIZATION CORPORATION

 	 
	 	By:  	/s/ Mark Golombeck
 	 
	 	 	Name:  	Mark Golombeck 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 	 	 
	 	By:  	/s/ Alex Smith
 	 
	 	 	Name:  	Alex Smith 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	MANAGING AGENT:



CREDIT SUISSE, NEW YORK BRANCH

 	 
	 	By:  	/s/ Mark Golombeck
 	 
	 	 	Name:  	Mark Golombeck 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	/s/ Alex Smith
 	 
	 	 	Name:  	Alex Smith 	 
	 	 	Title:  	Vice President 	 
	 
	 	ALTERNATE LENDER:



CREDIT SUISSE, NEW YORK BRANCH

 	 
	 	By:  	/s/ Mark Golombeck
 	 
	 	 	Name:  	Mark Golombeck 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	/s/ Alex Smith
 	 
	 	 	Name:  	Alex Smith 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 
	 	RBC FACILITY GROUP:



CONDUIT LENDER:



OLD LINE FUNDING, LLC

 	 
	 	By:  	Royal Bank of Canada, as its Agent, as attorney-in-fact
 	 
	 	 	 
	 	By:  	/s/ Sofia Shields
 	 
	 	 	Name:  	Sofia Shields 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	THUNDER BAY FUNDING, LLC

 	 
	 	By:  	Royal Bank of Canada, as its Agent, as attorney-in-fact
 	 
	 	 	 
	 	By:  	/s/ Sofia Shields
 	 
	 	 	Name:  	Sofia Shields 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MANAGING AGENT:



ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Karen Stone
 	 
	 	 	Name:  	Karen Stone  	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	By:  	/s/ John Rhinelander
 	 
	 	 	Name:  	John Rhinelander  	 
	 	 	Title:  	Authorized Signatory 	 



3









 






	 	 	 	 	 
	 	ALTERNATE LENDER:



ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Karen Stone
 	 
	 	 	Name:  	Karen Stone  	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	/s/  John Rhinelander
 	 
	 	 	Name:  	John Rhinelander  	 
	 	 	Title:  	Authorized Signatory 	 



4









 






	 	 	 	 	 
	 	LLOYDS FACILITY GROUP:



COMMITTED CONDUIT LENDER:



GRESHAM RECEIVABLES (NO. 21) LIMITED

 	 
	 	By:  	/s/ S.M. Hollywood
 	 
	 	 	Name:  	S.M. Hollywood  	 
	 	 	Title:  	Director 	 
	 
	 	MANAGING AGENT:



LLOYDS TSB BANK plc

 	 
	 	By:  	/s/ Chris Rigby
 	 
	 	 	Name:  	Chris Rigby  	 
	 	 	Title:  	Director 	 



5









 






	 	 	 	 	 
	 	MERRILL LYNCH FACILITY GROUP:



LIBOR LENDER:



MERRILL LYNCH BANK USA

 	 
	 	By:  	/s/ Joseph Magnua
 	 
	 	 	Name:  	Joseph Magnua  	 
	 	 	Title:  	Director 	 
	 
	 	MANAGING AGENT:



MERRILL LYNCH BANK USA

 	 
	 	By:  	/s/ Joseph Magnua
 	 
	 	 	Name:  	Joseph Magnua  	 
	 	 	Title:  	Director 	 



6









 






	 	 	 	 	 
	 	BNP FACILITY GROUP:



CONDUIT LENDER:



STARBIRD FUNDING CORPORATION

 	 
	 	By:  	/s/ Louise E. Colby
 	 
	 	 	Name:  	Louise E. Colby  	 
	 	 	Title:  	Vice President 	 
	 
	 	ALTERNATE LENDER:



BNP PARIBAS, NEW YORK BRANCH

 	 
	 	By:  	/s/ Steve Parsons
 	 
	 	 	Name:  	Steve Parsons  	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	/s/ Mary Dierdorff
 	 
	 	 	Name:  	Mary Dierdorff  	 
	 	 	Title:  	Managing Director 	 
	 
	 	MANAGING AGENT:



BNP PARIBAS, NEW YORK BRANCH

 	 
	 	By:  	/s/ Steve Parsons
 	 
	 	 	Name:  	Steve Parsons  	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	/s/ Mary Dierdorff
 	 
	 	 	Name:  	Mary Dierdorff  	 
	 	 	Title:  	Managing Director 	 



7









 






	 	 	 	 	 
	 	NATIXIS FACILITY GROUP:



CONDUIT LENDER:



VERSAILLES ASSETS LLC

 	 
	 	By:  	Global Securitization Services, LLC, its Manager
 	 
	 	 	 
	 	By:  	/s/ Bernard J. Angela
 	 
	 	 	Name:  	Bernard J. Angela  	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	ALTERNATE LENDER:



NATIXIS FINANCIAL PRODUCTS INC.

 	 
	 	By:  	/s/ David Bondy
 	 
	 	 	Name:  	David Bondy  	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	/s/ Adam True
 	 
	 	 	Name:  	Adam True  	 
	 	 	Title:  	Managing Director 	 
	 
	 	MANAGING AGENT:



NATIXIS FINANCIAL PRODUCTS INC.

 	 
	 	By:  	/s/ David Bondy
 	 
	 	 	Name:  	David Bondy  	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	/s/ Adam True
 	 
	 	 	Name:  	Adam True  	 
	 	 	Title:  	Managing Director 	 



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	Agreed and acknowledged

with respect to Section 3.09 and Section 8.02:
	 
	 	 	 	 
	SLM CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stephen O’Connell
 

	 	 
	 

	 	Name: Stephen O’Connell	 	 
	 

	 	Title: Senior Vice President	 	 
	 
	 	 	 	 
	Agreed and acknowledged

with respect to Section 10.01(a) and the last sentence of Section 10.08:
	 
	 	 	 	 
	SLM EDUCATION CREDIT FINANCE CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mark D. Rein
 

	 	 
	 

	 	Name: Mark D. Rein	 	 
	 

	 	Title: Vice President	 	 







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