Exhibit 4.1


 




 





AMENDED AND RESTATED

TRUST AGREEMENT


 


 


among


 


 


SLM FUNDING LLC,

as Depositor


 


 


CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,

not in its individual capacity but solely

as Eligible Lender Trustee


 


 


and


 


 


THE BANK OF NEW YORK,

not in its individual capacity but solely

as Indenture Trustee


 


 


Dated as of December 11,  2003




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  
	
  SECTION 1.1  Definitions and
  Usage

  	
   

  
	
   

  	
   

  
	
  ARTICLE II ORGANIZATION

  
	
   

  	
   

  
	
  SECTION 2.1  Creation of
  Trust; Name

  	
   

  
	
  SECTION 2.2  Office

  	
   

  
	
  SECTION 2.3  Purposes and
  Powers

  	
   

  
	
  SECTION 2.4  Appointment of
  Eligible Lender Trustee

  	
   

  
	
  SECTION 2.5  Initial Capital
  Contribution of Trust Estate

  	
   

  
	
  SECTION 2.6  Declaration of
  Trust

  	
   

  
	
  SECTION 2.7  Liability of the
  Holder of the Excess Distribution Certificate

  	
   

  
	
  SECTION 2.8  Title to Trust
  Property

  	
   

  
	
  SECTION 2.9  Representations,
  Warranties and Covenants of the Depositor

  	
   

  
	
  SECTION 2.10  Intentionally Omitted

  	
   

  
	
  SECTION 2.11  Authorization of Depositor

  	
   

  
	
   

  	
   

  
	
  ARTICLE III BENEFICIAL OWNERSHIP AND EXCESS DISTRIBUTION CERTIFICATE

  
	
   

  	
   

  
	
  SECTION 3.1  Initial
  Beneficial Ownership

  	
   

  
	
  SECTION 3.2  Intentionally
  Omitted

  	
   

  
	
  SECTION 3.3  Intentionally
  Omitted

  	
   

  
	
  SECTION 3.4  Intentionally
  Omitted

  	
   

  
	
  SECTION 3.5  Intentionally
  Omitted

  	
   

  
	
  SECTION 3.6  Intentionally
  Omitted

  	
   

  
	
  SECTION 3.7  Intentionally
  Omitted

  	
   

  
	
  SECTION 3.8  Corporate Trust
  Office

  	
   

  
	
  SECTION 3.9  Intentionally
  Omitted

  	
   

  
	
  SECTION 3.10  Intentionally Omitted

  	
   

  
	
  SECTION 3.11  Intentionally Omitted

  	
   

  
	
  SECTION 3.12  Intentionally Omitted

  	
   

  
	
  SECTION 3.13  The Excess Distribution Certificate

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV ACTIONS BY ELIGIBLE LENDER TRUSTEE

  
	
   

  	
   

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

  	
   

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

  	
   

  
	
  SECTION 4.3  Action with
  Respect to Bankruptcy

  	
   

  
	
  SECTION 4.4  Restrictions

  	
   

  



 


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  SECTION 4.5  Intentionally
  Omitted

  	
   

  
	
   

  	
   

  
	
  ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

  
	
   

  	
   

  
	
  SECTION 5.1  Application of
  Trust Funds

  	
   

  
	
  SECTION 5.2  Method of Payment

  	
   

  
	
  SECTION 5.3  No Segregation of
  Moneys; No Interest

  	
   

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

  	
   

  
	
  SECTION 5.5  Intentionally
  Omitted

  	
   

  
	
  SECTION 5.6  Intentionally
  Omitted

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI AUTHORITY AND DUTIES OF ELIGIBLE LENDER TRUSTEE

  
	
   

  	
   

  
	
  SECTION 6.1  General Authority

  	
   

  
	
  SECTION 6.2  General Duties

  	
   

  
	
  SECTION 6.3  Action upon
  Instruction

  	
   

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

  	
   

  
	
  SECTION 6.5  No Action Except
  Under Specified Documents or Instructions

  	
   

  
	
  SECTION 6.6  Restrictions

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII CONCERNING THE ELIGIBLE LENDER TRUSTEE

  
	
   

  	
   

  
	
  SECTION 7.1  Acceptance of
  Trusts and Duties

  	
   

  
	
  SECTION 7.2  Intentionally
  Omitted

  	
   

  
	
  SECTION 7.3  Representations
  and Warranties

  	
   

  
	
  SECTION 7.4  Reliance; Advice
  of Counsel

  	
   

  
	
  SECTION 7.5  Not Acting in
  Individual Capacity

  	
   

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

  	
   

  
	
  SECTION 7.7  Eligible Lender
  Trustee May Own Notes

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII COMPENSATION AND INDEMNITY OF
  ELIGIBLE LENDER TRUSTEE

  
	
   

  	
   

  
	
  SECTION 8.1  Eligible Lender
  Trustee’s Fees and Expenses

  	
   

  
	
  SECTION 8.2  Payments to the
  Eligible Lender Trustee

  	
   

  
	
  SECTION 8.3  Indemnity

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX TERMINATION OF TRUST AGREEMENT

  
	
   

  	
   

  
	
  SECTION 9.1  Termination of
  Trust Agreement

  	
   

  



 


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  ARTICLE X SUCCESSOR ELIGIBLE LENDER TRUSTEES AND ADDITIONAL ELIGIBLE
  LENDER TRUSTEES

  
	
   

  	
   

  
	
  SECTION 10.1  Eligibility Requirements for Eligible Lender Trustee

  	
   

  
	
  SECTION 10.2  Resignation or Removal of Eligible Lender Trustee

  	
   

  
	
  SECTION 10.3  Successor Eligible Lender Trustee

  	
   

  
	
  SECTION 10.4  Merger or Consolidation of Eligible Lender Trustee

  	
   

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

  	
   

  
	
   

  	
   

  
	
  ARTICLE XI MISCELLANEOUS

  
	
   

  	
   

  
	
  SECTION 11.1  Supplements and Amendments

  	
   

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

  	
   

  
	
  SECTION 11.3  Limitations on Rights of Others

  	
   

  
	
  SECTION 11.4  Notices

  	
   

  
	
  SECTION 11.5  Severability

  	
   

  
	
  SECTION 11.6  Separate Counterparts

  	
   

  
	
  SECTION 11.7  Successors and Assigns

  	
   

  
	
  SECTION 11.8  No Petition

  	
   

  
	
  SECTION 11.9  No Recourse

  	
   

  
	
  SECTION 11.10  Headings

  	
   

  
	
  SECTION 11.11  Governing Law

  	
   

  



 


	
  Exhibit A

  	
  Form of Excess Distribution Certificate

  
	
  Exhibit B

  	
  Form of Certificate of Trust

  
	
  Exhibit C

  	
  Form of Transferor Letter

  
	
  Exhibit
  D-1

  	
  Form
  of Transferee Letter (Non-Rule 144A)

  
	
  Exhibit
  D-2

  	
  Form
  of Transferee Letter (Rule 144A)

  
	
   

  	
   

  
	
  Appendix A
  to Trust Agreement

  



 


iii

















 


AMENDED
AND RESTATED TRUST AGREEMENT dated as of December 11,  2003, among SLM FUNDING LLC, a Delaware limited liability
company, as the Depositor, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity but solely as the
Eligible Lender Trustee, and THE BANK OF NEW YORK, a New York banking
corporation, not in its individual capacity but solely as the Indenture
Trustee, acting as the Excess Distribution Certificate Paying Agent hereunder.


 


WITNESSETH:


 


The Depositor and the
Eligible Lender Trustee are parties to the trust agreement dated as of November
26, 2003 (the “Short-Form Trust Agreement”) pursuant to which a trust known as
“SLM Student Loan Trust 2003-14” was established;


 


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


 


ARTICLE I


 


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


 


ARTICLE II


 


Organization


 


SECTION 2.1               Creation
of Trust; Name.  There is hereby created a Trust which shall
be known as “SLM Student Loan Trust 2003-14”, in which name the Eligible Lender
Trustee may conduct the business of the Trust, make and execute contracts and
other instruments on behalf of the Trust and sue and be sued.  The Trust shall constitute a statutory trust
within the meaning of Section 3801(a) of the Delaware Statutory Trust Act for
which the Eligible Lender  Trustee
has filed a certificate of trust with the Secretary of State of the State of
Delaware pursuant to Section 3810(a) of the Delaware Statutory Trust Act.


 


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


 


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


 


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


 


(ii)           with the proceeds of the sale of the
Notes, to fund the Reserve Account pursuant to Section 2.9 of the
Administration Agreement, to fund the Capitalized Interest


 

















 


Account pursuant to Section
2.10(a) of the Administration Agreement, to purchase the Trust Student Loans
pursuant to the Sale Agreement, to make the upfront payment pursuant to the
Interest Rate Cap Agreement and to pay the upfront fee pursuant the Remarketing
Agreement;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
2.10             Intentionally Omitted. 


 


3

















 


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


 


ARTICLE III


 


Beneficial
Ownership and

Excess Distribution Certificate


 


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


 


SECTION 3.2               Intentionally
Omitted.


 


SECTION 3.3               Intentionally
Omitted.


 


SECTION 3.4               Intentionally
Omitted.


 


SECTION 3.5               Intentionally
Omitted.


 


SECTION 3.6               Intentionally
Omitted.


 


SECTION 3.7               Intentionally
Omitted.


 


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


 


The
Bank of New York


101
Barclay Street, 8 West


New
York, New York 10286


Attn:  Corporate Trust – Structured Finance


telephone:  (212) 815-3247


facsimile:  (212) 815-3883


 


SECTION 3.9               Intentionally
Omitted.


 


SECTION
3.10             Intentionally Omitted.


 


SECTION
3.11             Intentionally Omitted.


 


SECTION
3.12             Intentionally Omitted.


 


4

















 


SECTION
3.13             The Excess Distribution Certificate.


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


ARTICLE IV


 


Actions
by Eligible Lender Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


SECTION 4.5               Intentionally
Omitted.


 


ARTICLE V


 


Application
of Trust Funds; Certain Duties


 


SECTION 5.1               Application
of Trust Funds.


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.5               Intentionally
Omitted.


 


11

















 


SECTION 5.6               Intentionally
Omitted.


 


ARTICLE VI


 


Authority
and Duties of Eligible Lender Trustee


 


SECTION 6.1               General
Authority.  The Eligible Lender Trustee is authorized
and directed to execute and deliver the Basic Documents to which the Trust is
to be a party and each certificate or other document attached as an exhibit to
or contemplated by the Basic Documents to which the Trust is to be a party, in
each case, in such form as the Depositor shall approve as evidenced
conclusively by the Eligible Lender Trustee’s execution thereof, and, on behalf
of the Trust, to direct the Indenture Trustee to authenticate and deliver Notes
in the aggregate principal amount of $1,950,345,000 with respect to Notes
denominated in U.S. Dollars and £189,649,986 with respect to Notes denominated
in Pounds Sterling.  The Eligible
Lender Trustee is also authorized and directed on behalf of the Trust (i) to
acquire and hold legal title to the Trust Student Loans from the Depositor and
(ii) to take all actions required pursuant to Section 3.2(c) of the
Administration Agreement and otherwise follow the direction of and cooperate
with the Servicer in submitting, pursuing and collecting any claims to and with
the Department with respect to any Interest Subsidy Payments and Special
Allowance Payments relating to the Trust Student Loans.


 


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


 


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


 


12

















 


SECTION 6.3               Action
upon Instruction.


 


(a)           [Reserved].


 


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


 


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


 


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


 


SECTION 6.4               No
Duties Except as Specified in this Agreement or in Instructions.  The
Eligible Lender Trustee shall not have any duty or obligation to manage, make
any payment with respect to, register, record, sell, service, dispose of or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Eligible Lender Trustee is a party, except as expressly


 


13

















 


provided by the terms of this Agreement or in
any document or written instruction received by the Eligible Lender Trustee
pursuant to Section 6.3; and no implied duties or obligations shall be read
into this Agreement or any other Basic Document against the Eligible Lender
Trustee. The Eligible Lender Trustee shall have no responsibility for filing
any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file any Commission filing for the
Trust or to record this Agreement or any other Basic Document.  The Eligible Lender Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any Liens on any part of the Trust Estate that
result from actions by, or claims against, Chase Manhattan Bank USA, National
Association in its individual capacity or as the Eligible Lender Trustee that
are not related to the ownership or the administration of the Trust Estate.


 


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


 


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


 


ARTICLE VII


 


Concerning
the Eligible Lender Trustee


 


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


 


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


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.2               Intentionally
Omitted.


 


15

















 


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


 


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


 


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


 


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


 


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


 


SECTION 7.4               Reliance;
Advice of Counsel.


 


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


 


(b)           In the exercise or administration of
the trusts hereunder and in the performance of its duties and obligations under
this Agreement or the other Basic Documents, the Eligible Lender Trustee (i)
may act directly or through its agents or attorneys pursuant to agreements
entered into with any of them and the Eligible Lender Trustee shall not be
liable for the conduct


 


16

















 


or misconduct of such agents or attorneys if
such agents or attorneys shall have been selected by the Eligible Lender
Trustee with reasonable care, and (ii) may consult with counsel and accountants
to be selected with reasonable care and employed by it.  The Eligible Lender Trustee shall not be
liable for anything done, suffered or omitted in good faith by it in accordance
with the written opinion or advice of any such counsel or accountants and not
contrary to this Agreement or any other Basic Document.


 


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


 


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


 


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


 


17

















 


ARTICLE VIII


 


Compensation
and Indemnity of Eligible Lender Trustee


 


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


 


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


 


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


 


ARTICLE IX


 


Termination
of Trust Agreement


 


SECTION 9.1               Termination
of Trust Agreement.


 


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


 


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


 


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


 


18

















 


ARTICLE X


 


Successor
Eligible Lender Trustees and

Additional Eligible Lender Trustees


 


SECTION
10.1             Eligibility Requirements for Eligible Lender
Trustee.  The Eligible Lender Trustee shall at all
times be a corporation or association (i) qualifying as an “eligible lender” as
such term is defined in Section 435(d) of the Higher Education Act for purposes
of holding legal title to the Trust Student Loans on behalf of the Trust, with
a valid lender identification number with respect to the Trust Student Loans
from the Department; (ii) being authorized to exercise corporate trust powers
and hold legal title to the Trust Student Loans; (iii) having in effect
Guarantee Agreements with each of the Guarantors as may be directed by the
Depositor; (iv) having a combined capital and surplus of at least $50,000,000
and being subject to supervision or examination by Federal or state
authorities; (v) having its principal place of business in the State of
Delaware and otherwise complying with Section 3807 of the Delaware Statutory
Trust Act; and (vi) having (or having a parent which has) a rating in respect
of its long-term senior unsecured debt of at least “BBB-” (or the equivalent)
by each of the Rating Agencies (or which, if the long-term senior unsecured
debt of such corporation or association is not rated by any Rating Agency, shall
have provided to the Indenture Trustee written confirmation from such Rating
Agency that the appointment of such corporation or association to serve as
Eligible Lender Trustee will not result in and of itself in a reduction or
withdrawal of the then current rating of any of the Notes).  If the Eligible Lender Trustee shall publish
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section, the combined capital and surplus of the Eligible Lender Trustee
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
In case at any time the Eligible Lender Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Eligible Lender
Trustee shall resign immediately in the manner and with the effect specified in
Section 10.2.


 


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


 


If at any time the Eligible
Lender Trustee shall cease to be or shall be likely to cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the Administrator, or if at any time an Insolvency
Event with respect to the Eligible Lender Trustee shall have occurred and be
continuing, then the Administrator may


 


19

















 


remove the Eligible Lender Trustee.  If the Administrator shall remove the
Eligible Lender Trustee under the authority of the immediately preceding
sentence, the Administrator shall promptly appoint a successor Eligible Lender
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the outgoing Eligible Lender Trustee so removed and one copy to
the successor Eligible Lender Trustee and payment of all fees owed to the
outgoing Eligible Lender Trustee.


 


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


 


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


 


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


 


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


 


SECTION
10.4             Merger or Consolidation of Eligible Lender
Trustee.  Any corporation or association into which
the Eligible Lender Trustee may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger,
conversion or consolidation to which the Eligible Lender Trustee shall be a
party, or any corporation or association succeeding to all or substantially all
the corporate trust business of the


 


20

















 


Eligible Lender Trustee, shall, without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, be the
successor of the Eligible Lender Trustee hereunder; provided that such
corporation or association shall be eligible pursuant to Section 10.1; and provided
further that the Eligible Lender Trustee shall mail notice of such
merger or consolidation to the Rating Agencies not less than 15 days prior to
the effective date thereof.


 


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


 


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


 


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


 


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


 


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


 


Any notice, request or other
writing given to the Eligible Lender Trustee shall be deemed to have been given
to each of the then separate trustees and co-trustees, as effectively as if
given


 


21

















 


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


 


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


 


ARTICLE XI


 


Miscellaneous


 


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


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


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


 


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


 


23

















 


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


 


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


 


SECTION
11.8             No Petition.


 


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


 


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


 


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


 


24

















 


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


 


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


 


25

















 


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


 


 


	
   

  	
  CHASE MANHATTAN BANK USA,
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual
  capacity but solely as Eligible Lender Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  JOHN J. CASHIN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John J. Cashin

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SLM FUNDING LLC,

  as the Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  MARK L. HELEEN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark L. Heleen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


26

















 


Acknowledged
and agreed as to

Section 3.13(c) and Section 3.13(g)

of this Amended and Restated Trust Agreement


 


THE
BANK OF NEW YORK,

not in its individual capacity but solely

as the initial Excess Distribution

Certificate Paying Agent


 


 


	
  By:

  	
  /s/

  	
  ERIC A. LINDAHL

  	
   

  
	
   

  	
  Name:

  	
  Eric A. Lindahl

  
	
   

  	
  Title:

  	
  Agent

  



 


27

















 


EXHIBIT A


TO THE TRUST AGREEMENT


 


[PLEASE SEE ATTACHED]


 


A-1

















 


EXHIBIT B


 


FORM OF


 


CERTIFICATE OF TRUST

OF

SLM STUDENT LOAN

TRUST 2003-14


 


This Certificate of Trust of
SLM STUDENT LOAN TRUST 2003-14 (the “Trust”) is being duly executed and filed
on behalf of the Trust by the undersigned, as trustee, to form a statutory
trust under the Delaware Statutory Trust Statute (12 Del. C. § 3801 et seq.) (the “Act”).


 


1.             Name.  The
name of the statutory trust formed by this Certificate of Trust is SLM STUDENT
LOAN TRUST 2003-14.


 


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


 


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


 


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


 


	
   

  	
  CHASE MANHATTAN BANK USA,

  
	
   

  	
  NATIONAL ASSOCIATION, not
  in its

  
	
   

  	
  individual capacity but
  solely as Eligible Lender Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


B-1

















 


EXHIBIT C


[FORM OF TRANSFEROR LETTER]


 


[Date]


 


Sallie
Mae, Inc.

as Administrator

11600 Sallie Mae Drive

Reston, Virginia 20193


 


The
Bank of New York

as Excess Distribution Certificate Registrar

101 Barclay Street, 8 West

New York, New York 10286

Attention:  Corporate Trust – Structured
Finance


 


Chase
Manhattan Bank USA, National Association

as Eligible Lender Trustee

Christiana Center/OPS4

500 Stanton Christiana Road

Newark, Delaware 19713


 


Re:                               SLM Student Loan Trust 2003-14,


Excess Distribution Certificate (the “Certificate”)


 


Ladies
and Gentlemen:


 


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


 


 


	
  Very truly yours,

  
	
   

  
	
   

  	
   

  
	
  [Print Name of Transferor]

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  
			



 


C-1

















 


EXHIBIT D-1


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


 


[Date]


 


Sallie
Mae, Inc.

as Administrator

11600 Sallie Mae Drive

Reston, Virginia 20193


 


The
Bank of New York

as Excess Distribution Certificate Registrar

101 Barclay Street, 8 West

New York, New York 10286

Attention:  Corporate Trust – Structured
Finance


 


Chase
Manhattan Bank USA, National Association

as Eligible Lender Trustee

Christiana Center/OPS4

500 Stanton Christiana Road

Newark, Delaware  19713


 


Re:                               SLM Student Loan Trust 2003-14,


Excess Distribution Certificate (the “Certificate”)


 


Ladies
and Gentlemen:


 


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


 


D-1-1

















 


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


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Print Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
					



 


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EXHIBIT D-2


[FORM OF TRANSFEREE LETTER (RULE 144A)]


 


[Date]


 


Sallie
Mae, Inc.

as Administrator

11600 Sallie Mae Drive

Reston, Virginia  20193


 


The
Bank of New York

as Excess Distribution Certificate Registrar

101 Barclay Street, 8 West

New York, New York 10286

Attention:  Corporate Trust – Structured
Finance


 


Chase
Manhattan Bank USA, National Association

as Eligible Lender Trustee

Christiana Center/OPS4

500 Stanton Christiana Road

Newark, Delaware 19713


 


Re:                               SLM Student Loan Trust 2003-14,


Excess Distribution Certificate (the “Certificate”)


 


Ladies
and Gentlemen:


 


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


 


D-2-1

















 


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


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Print Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Authorized
  Officer

  
					



 


D-2-2

















 


ANNEX 1


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
144A


 


[For Transferees Other Than Registered Investment Companies]


 


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


 


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


 


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


 


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


 


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


 


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


 












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


 


1-1

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1-2

















 


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


 


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


 


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


 


 


	
   

  	
   

  
	
  [Print Name of Transferee]

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  
					



 


1-3

















 


ANNEX 2


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
144A


 


[For Transferees That are Registered Investment Companies]


 


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


 


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


 


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


 


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


 


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


 


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


 


2-1

















 


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


 


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


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Print Name of Buyer or
  Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [IF AN ADVISER:]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name of Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
						



 


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