Exhibit 4.3


 




 





INDENTURE


 


 


among


 


 


SLM STUDENT LOAN TRUST 2003-14

as the Issuer,


 


 


CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,

not in its individual capacity but

solely as the Eligible Lender Trustee


 


 


and


 


 


THE BANK OF NEW YORK,

not in its individual capacity but

solely as the Indenture Trustee


 


 


Dated as of December 1, 2003


 




 




















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I

  
	
  Definitions and Usage

  
	
   

  
	
  SECTION
  1.1

  	
  Definitions
  and Usage

  	
   

  
	
  SECTION
  1.2

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  
	
  The Notes

  
	
   

  
	
  SECTION
  2.1

  	
  Form

  	
   

  
	
  SECTION
  2.2

  	
  Execution,
  Authentication and Delivery

  	
   

  
	
  SECTION
  2.3

  	
  Temporary
  Notes

  	
   

  
	
  SECTION
  2.4

  	
  Registration;
  Registration of Transfer and Exchange

  	
   

  
	
  SECTION
  2.5

  	
  Mutilated,
  Destroyed, Lost or Stolen Notes

  	
   

  
	
  SECTION
  2.6

  	
  Persons
  Deemed Owner

  	
   

  
	
  SECTION
  2.7

  	
  Payment
  of Principal and Interest; Note Interest Shortfall

  	
   

  
	
  SECTION
  2.8

  	
  Cancellation

  	
   

  
	
  SECTION
  2.9

  	
  Release
  of Collateral

  	
   

  
	
  SECTION
  2.10

  	
  Book-Entry
  Notes

  	
   

  
	
  SECTION
  2.11

  	
  Notices
  to Clearing Agency

  	
   

  
	
  SECTION
  2.12

  	
  Definitive
  Notes

  	
   

  
	
  SECTION
  2.13

  	
  Transfer
  Restrictions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  
	
  Covenants

  
	
   

  	
   

  
	
  SECTION
  3.1

  	
  Payment
  to Noteholders and each Swap Counterparty

  	
   

  
	
  SECTION
  3.2

  	
  Maintenance
  of Office or Agency

  	
   

  
	
  SECTION
  3.3

  	
  Money
  for Payments to be Held in Trust

  	
   

  
	
  SECTION
  3.4

  	
  Existence

  	
   

  
	
  SECTION
  3.5

  	
  Protection
  of Indenture Trust Estate

  	
   

  
	
  SECTION
  3.6

  	
  Opinions
  as to Indenture Trust Estate

  	
   

  
	
  SECTION
  3.7

  	
  Performance
  of Obligations; Servicing of Trust Student Loans

  	
   

  
	
  SECTION
  3.8

  	
  Negative
  Covenants

  	
   

  
	
  SECTION
  3.9

  	
  Annual
  Statement as to Compliance

  	
   

  
	
  SECTION
  3.10

  	
  Issuer
  May Consolidate, etc., Only on Certain Terms

  	
   

  
	
  SECTION
  3.11

  	
  Successor
  or Transferee

  	
   

  
	
  SECTION
  3.12

  	
  No
  Other Business

  	
   

  
	
  SECTION
  3.13

  	
  No
  Borrowing

  	
   

  
	
  SECTION
  3.14

  	
  Obligations
  of Servicer and Administrator

  	
   

  
	
  SECTION
  3.15

  	
  Guarantees,
  Loans, Advances and Other Liabilities

  	
   

  
	
  SECTION
  3.16

  	
  Capital
  Expenditures

  	
   

  



 


i

















 


	
  SECTION
  3.17

  	
  Restricted
  Payments

  	
   

  
	
  SECTION
  3.18

  	
  Notice
  of Events of Default

  	
   

  
	
  SECTION
  3.19

  	
  Further
  Instruments and Acts

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  
	
  Satisfaction and Discharge

  
	
   

  	
   

  
	
  SECTION
  4.1

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  
	
  SECTION
  4.2

  	
  Application
  of Trust Money

  	
   

  
	
  SECTION
  4.3

  	
  Repayment
  of Moneys Held by Paying Agent

  	
   

  
	
  SECTION
  4.4

  	
  Auction
  of Trust Student Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  
	
  Remedies

  
	
   

  	
   

  
	
  SECTION
  5.1

  	
  Events
  of Default

  	
   

  
	
  SECTION
  5.2

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  
	
  SECTION
  5.3

  	
  Collection
  of Indebtedness and Suits for Enforcement by Indenture Trustee

  	
   

  
	
  SECTION
  5.4

  	
  Remedies;
  Priorities

  	
   

  
	
  SECTION
  5.5

  	
  Optional
  Preservation of the Trust Student Loans

  	
   

  
	
  SECTION
  5.6

  	
  Limitation
  of Suits

  	
   

  
	
  SECTION
  5.7

  	
  Unconditional
  Rights of Noteholders to Receive Principal and Interest

  	
   

  
	
  SECTION
  5.8

  	
  Restoration
  of Rights and Remedies

  	
   

  
	
  SECTION
  5.9

  	
  Rights
  and Remedies Cumulative

  	
   

  
	
  SECTION
  5.10

  	
  Delay
  or Omission Not a Waiver

  	
   

  
	
  SECTION
  5.11

  	
  Control
  by Noteholders

  	
   

  
	
  SECTION
  5.12

  	
  Waiver
  of Past Defaults

  	
   

  
	
  SECTION
  5.13

  	
  Undertaking
  for Costs

  	
   

  
	
  SECTION
  5.14

  	
  Waiver
  of Stay or Extension Laws

  	
   

  
	
  SECTION
  5.15

  	
  Action
  on Notes

  	
   

  
	
  SECTION
  5.16

  	
  Performance
  and Enforcement of Certain Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  
	
  The Indenture Trustee

  
	
   

  	
   

  
	
  SECTION
  6.1

  	
  Duties
  of Indenture Trustee

  	
   

  
	
  SECTION
  6.2

  	
  Rights
  of Indenture Trustee

  	
   

  
	
  SECTION
  6.3

  	
  Individual
  Rights of Indenture Trustee

  	
   

  
	
  SECTION
  6.4

  	
  Indenture
  Trustee’s Disclaimer

  	
   

  
	
  SECTION
  6.5

  	
  Notice
  of Defaults

  	
   

  
	
  SECTION
  6.6

  	
  Reports
  by Indenture Trustee to Noteholders

  	
   

  
	
  SECTION
  6.7

  	
  Compensation
  and Indemnity

  	
   

  
	
  SECTION
  6.8

  	
  Replacement
  of Indenture Trustee

  	
   

  
	
  SECTION
  6.9

  	
  Successor
  Indenture Trustee by Merger

  	
   

  
	
  SECTION
  6.10

  	
  Appointment
  of Co-Trustee or Separate Trustee

  	
   

  



 


ii

















 


	
  SECTION
  6.11

  	
  Eligibility;
  Disqualification

  	
   

  
	
  SECTION
  6.12

  	
  Preferential
  Collection of Claims Against the Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  
	
  Noteholders’ Lists and Reports

  
	
   

  	
   

  
	
  SECTION
  7.1

  	
  Issuer
  to Furnish Indenture Trustee Names and Addresses of Noteholders

  	
   

  
	
  SECTION
  7.2

  	
  Preservation
  of Information; Communications to Noteholders

  	
   

  
	
  SECTION
  7.3

  	
  Reports
  by Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  
	
  Accounts,
  Disbursements and Releases

  
	
   

  	
   

  
	
  SECTION
  8.1

  	
  Collection
  of Money

  	
   

  
	
  SECTION
  8.2

  	
  Trust
  Accounts

  	
   

  
	
  SECTION
  8.3

  	
  General
  Provisions Regarding Accounts

  	
   

  
	
  SECTION
  8.4

  	
  Release
  of Indenture Trust Estate

  	
   

  
	
  SECTION
  8.5

  	
  Opinion
  of Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  
	
  Supplemental Indentures

  
	
   

  	
   

  
	
  SECTION
  9.1

  	
  Supplemental
  Indentures Without Consent of Noteholders

  	
   

  
	
  SECTION
  9.2

  	
  Supplemental
  Indentures with Consent of Noteholders

  	
   

  
	
  SECTION
  9.3

  	
  Execution
  of Supplemental Indentures

  	
   

  
	
  SECTION
  9.4

  	
  Effect
  of Supplemental Indenture

  	
   

  
	
  SECTION
  9.5

  	
  Conformity
  with Trust Indenture Act

  	
   

  
	
  SECTION
  9.6

  	
  Reference
  in Notes to Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  
	
  Redemption of Notes

  
	
   

  	
   

  
	
  SECTION
  10.1

  	
  Redemption

  	
   

  
	
  SECTION
  10.2

  	
  Form
  of Redemption Notice

  	
   

  
	
  SECTION
  10.3

  	
  Notes
  Payable on Redemption Date

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XI

  
	
  Miscellaneous

  
	
   

  	
   

  
	
  SECTION
  11.1

  	
  Compliance
  Certificates and Opinions, etc

  	
   

  
	
  SECTION
  11.2

  	
  Form
  of Documents Delivered to Indenture Trustee

  	
   

  
	
  SECTION
  11.3

  	
  Acts
  of Noteholders

  	
   

  
	
  SECTION
  11.4

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

  	
   

  
	
  SECTION
  11.5

  	
  Notices
  to Noteholders; Waiver

  	
   

  
	
  SECTION
  11.6

  	
  Alternate
  Payment and Notice Provisions

  	
   

  
	
  SECTION
  11.7

  	
  Conflict
  with Trust Indenture Act

  	
   

  
	
  SECTION
  11.8

  	
  Effect
  of Headings and Table of Contents

  	
   

  



 


iii

















 


	
  SECTION
  11.9

  	
  Successors
  and Assigns

  	
   

  
	
  SECTION
  11.10

  	
  Separability

  	
   

  
	
  SECTION
  11.11

  	
  Benefits
  of Indenture

  	
   

  
	
  SECTION
  11.12

  	
  Legal
  Holidays

  	
   

  
	
  SECTION
  11.13

  	
  Governing
  Law

  	
   

  
	
  SECTION
  11.14

  	
  Counterparts

  	
   

  
	
  SECTION
  11.15

  	
  Recording
  of Indenture

  	
   

  
	
  SECTION
  11.16

  	
  Trust
  Obligations

  	
   

  
	
  SECTION
  11.17

  	
  No
  Petition

  	
   

  
	
  SECTION
  11.18

  	
  Inspection

  	
   

  
	
  SECTION
  11.19

  	
  Subordination

  	
   

  



 


iv

















 


	
  APPENDICES, SCHEDULES AND EXHIBITS

  
	
   

  
	
   

  
	
  APPENDIX
  A-1

  	
  Definitions
  and Usage

  	
   

  
	
  APPENDIX
  A-2

  	
  Reset
  Rate Note Procedures

  	
   

  
	
  APPENDIX
  A-3

  	
  Transfer
  Restrictions for the Reset Rate Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
  Schedule of Trust Student Loans

  	
   

  
	
  SCHEDULE B

  	
  Location of Trust Student Loan Files

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Forms of Notes

  	
   

  
	
  EXHIBIT B

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

  	
   

  
	
  EXHIBIT C

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

  	
   

  



 


v

















 


INDENTURE,
dated as of December 1, 2003, among SLM STUDENT LOAN TRUST 2003-14, a Delaware
statutory trust (the “Issuer”), CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
a national banking association, not in its individual capacity but solely as
eligible lender trustee on behalf of the Issuer (the “Eligible Lender
Trustee”), and THE BANK OF NEW YORK, a New York banking corporation, not in its
individual capacity but solely as indenture trustee (the “Indenture Trustee”).


 


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


 


GRANTING CLAUSE


 


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


 


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


 


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


 


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


 


(d)                                 the
Purchase Agreement, to the extent that the rights of the Depositor thereunder
have been assigned to the Issuer pursuant to the Sale Agreement, including the
right of the Depositor to cause Sallie Mae to repurchase Trust Student Loans
from the Depositor under circumstances described therein;


 


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


 


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


 


(g)                                 the
Trust Accounts and all funds on deposit from time to time in the Trust
Accounts, including the Reserve Account Initial Deposit and the Capitalized
Interest Account Initial Deposit, if any, and all investments and proceeds
thereof (including all income thereon); and


 

















 


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


 


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


 


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


 


ARTICLE I


 


Definitions
and Usage


 


SECTION 1.1  
Definitions and Usage.  Except as
otherwise specified herein or as the context may otherwise require, capitalized
terms used but not otherwise defined herein are defined in Appendix A-1 to this
Indenture, which also contains rules as to usage that shall be applicable
herein.


 


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


 


“Commission”
means the Securities and Exchange Commission.


 


“indenture
securities” means the Notes.


 


“indenture
security holder” means a Noteholder.


 


“indenture to
be qualified” means this Indenture.


 


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


 


2

















 


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


 


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


 


ARTICLE II


 


The Notes


 


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


 


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


 


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


 


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


 


The Reset Rate
Notes denominated in U.S. Dollars may be offered and sold only to QIBs, and
initially will be represented by interests in a global registered note
certificate (the “U.S. Rule 144A Global Note Certificate”), deposited on the
Closing Date with the DTC Custodian and registered in the name of
Cede & Co. as initial nominee for DTC.  At all times, the entire Outstanding Amount of the Reset Rate
Notes then denominated in U.S. Dollars will be allocated to the corresponding
U.S. Rule 144A Global Note Certificate. 
On the Closing Date, a corresponding Non-U.S. Rule 144A Global Note
Certificate (as defined below) and Regulation S Global Note Certificate (as
defined below) for the Reset Rate Notes will be deposited with the Regulation S
Custodian (as defined below), registered in the name of The Bank of New York
Depository (Nominees) Limited, as initial joint nominee for Euroclear and
Clearstream (the “Joint Nominee”), and each such global registered note
certificate will have an outstanding principal balance of zero for so long as
the Reset Rate Notes are denominated in U.S. Dollars.


 


The Reset Rate
Notes denominated in a currency other than U.S. Dollars (including the Reset
Rate Notes during their initial Reset Period) may be offered and sold only to


 


3

















 


QIBs in reliance on Rule 144A
or to a non-U.S. Person (as defined in Regulation S) outside the United States
of America in reliance on Regulation S, as applicable, and will be represented
by interests in either a Rule 144A global registered note certificate (the
“Non-U.S. Rule 144A Global Note Certificate”) or a Regulation S global
registered note certificate (the “Regulation S Global Note Certificate,” and
collectively with the Non-U.S. Rule 144A Global Note Certificate, the “Non-U.S.
Global Note Certificates”).  Each
Non-U.S. Global Note Certificate will be registered in the name of the Joint
Nominee, and will be deposited on the Closing Date with The Bank of New York,
acting through its London branch, as common depositary for Euroclear and
Clearstream (the “Regulation S Custodian” and together with the DTC Custodian,
the “Custodian”).  At all times, there
will be only one Non-U.S. Rule 144A Global Note Certificate and one Regulation
S Global Note Certificate for the Reset Rate Notes.  At all times, the entire Outstanding Amount of the Reset Rate
Notes denominated in a currency other than U.S. Dollars will be allocated
between the corresponding Non-U.S. Rule 144A Global Note Certificate and
Regulation S Global Note Certificate for the Reset Rate Notes.  On the Closing Date, a corresponding U.S.
Rule 144A Global Note Certificate will be deposited with the DTC Custodian and
will have an outstanding principal balance of zero for so long as the Reset
Rate Notes are denominated in a currency other than U.S. Dollars.


 


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


 


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


 


The Indenture
Trustee shall upon Issuer Order authenticate and deliver Notes for original
issue in an aggregate principal amount of $2,278,155,000, using an exchange
rate of $1.7285= £1.00 with respect to the principal amount of £189,649,986 of
the Reset Rate Notes included in such amount. 
The aggregate principal amount of Notes Outstanding at any time may not
exceed such amount except as provided in Section 2.5.  On each Spread Determination Date, upon receipt of an Issuer
Order, the Indenture Trustee shall deliver a revised Schedule A for the Reset
Rate Notes to the Custodians.


 


Each Note
shall be dated the date of its authentication. 
The Floating Rate Class A Notes shall be issuable as registered
notes in minimum denominations of $5,000 and additional increments of $1,000.  The Class B Notes shall be issuable as
registered Class B Notes in minimum denominations of $100,000 and additional
increments of $1,000.


 


During any
Reset Period when the Reset Rate Notes are denominated in U.S. Dollars, they
shall be issued in minimum denominations of $250,000, and additional increments
of $1.  During any Reset Period when the
Reset Rate Notes are denominated in a currency other than U.S. Dollars, they
shall be issued in minimum denominations of the applicable currency equivalent
(approximately) of $250,000 and additional increments of the applicable
currency equivalent of $1 (which shall be determined by reference to the
exchange rate to be set forth in the related cross-currency swap agreement); provided,
that during any Reset Period when the


 


4

















 


Reset Rate Notes are
denominated in Pounds Sterling (including the initial Reset Period), the Reset
Rate Notes shall be issued in minimum denominations of £100,000 and additional
increments of £1; and provided, further, that during any Reset Period
when the Reset Rate Notes are denominated in Euros, the Reset Rate Notes shall
be issued in minimum denominations of €100,000 and additional increments of €1.


 


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


 


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


 


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


 


SECTION 2.4  
Registration; Registration of Transfer and Exchange.  The Issuer shall cause to be kept a register
(the “Note Register”) in which, subject to such reasonable regulations as it
may prescribe, the Issuer shall provide for the registration of Notes and the
registration of transfers of Notes.  The
Indenture Trustee shall be “Note Registrar” for the purpose of registering
Notes and transfers of Notes as herein provided.  Upon any resignation of any Note Registrar, the Issuer shall
promptly appoint a successor or, if it elects not to make such an appointment,
assume the duties of Note Registrar.


 


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


 


5

















 


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


 


On each Reset
Date on which either the All Hold Rate is not applicable or fewer than 100% of
the Reset Rate Noteholders permissibly elect to hold their Reset Rate Notes,
the Indenture Trustee shall allocate the entire Outstanding Amount of the Reset
Rate Notes to either the U.S. Rule 144A Global Note Certificate or the Non-U.S.
Global Note Certificates, as appropriate. 
Any transfer of Reset Rate Notes (other than on a Reset Date) between
the related U.S. Rule 144A Global Note Certificate and the related Non-U.S.
Global Note Certificates is not permitted and any attempt or inadvertent
transfer shall be null and void and of no effect.


 


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


 


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


 


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


 


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


 


The preceding
provisions of this Section notwithstanding, the Issuer shall not be required to
make and the Note Registrar need not register transfers or exchanges of Notes
selected for redemption or of any Note for a period of 15 days preceding the
due date for any payment with respect to the Note.


 


6

















 


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


 


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


 


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


 


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


 


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


 


7

















 


SECTION 2.7  
Payment of Principal and Interest; Note Interest Shortfall.  (a)  The Floating Rate Notes shall
accrue interest as provided in such Floating Rate Notes, which shall be
substantially in the form of Exhibits A-1, A-2, A-3, A-4, A-5, A-6 and
A-10 and the Reset Rate Notes shall accrue interest as provided in such Reset
Rate Notes, which shall be substantially in the form of Exhibit A-7, A-8 or
A-9, and such interest shall be payable on each applicable Distribution Date as
specified therein, subject to Section 3.1. 
Any installment of interest or principal, if any, payable on any Note
which is punctually paid or duly provided for by the Issuer on the applicable
Distribution Date shall be paid to the Person in whose name such Note (or one
or more Predecessor Notes) is registered on the applicable Record Date by check
mailed first-class, postage prepaid to such Person’s address as it appears on
the Note Register on such Record Date, except that, unless Definitive Notes
have been issued pursuant to Section 2.12, with respect to Notes
registered on the Record Date in the name of the nominee of the applicable
Clearing Agency (initially, such nominee to be Cede & Co.), as nominee for
DTC, for the Floating Rate Notes and The Bank of New York Depository (Nominees)
Limited, as joint nominee for Euroclear and Clearstream, for the Reset Rate
Notes, payment shall be made by wire transfer in immediately available funds to
the account designated by such nominee and except for the final installment of
principal payable with respect to such Note on a Distribution Date or on the
Note Final Maturity Date for such Note which shall be payable as provided
below.  The funds represented by any
such checks returned undelivered shall be held in accordance with Section 3.3.


 


(b)                                 The
principal of each class of Floating Rate Notes shall be payable on each
applicable Distribution Date as provided in the forms of Notes set forth in
Exhibits A-1, A-2, A-3, A-4, A-5, A-6 and A-10 and the principal of the
Reset Rate Notes shall be payable on each applicable Distribution Date as set
forth in Exhibit A-7, A-8 or A-9 and in Appendix A-2 to this Indenture.  Notwithstanding the foregoing, the entire
unpaid principal amount of each class of the Notes shall be due and payable, if
not previously paid, on the Note Final Maturity Date for such class of Notes
and on the date on which an Event of Default shall have occurred and be
continuing if the Indenture Trustee or the Noteholders of the Notes
representing not less than a majority of the Outstanding Amount of the Notes
have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2.  All principal
payments on the Notes shall be made pro rata to the specific class of
Noteholders entitled thereto.  The
Indenture Trustee shall notify the Person in whose name a Note is registered at
the close of business on the Record Date preceding the Distribution Date on
which the Issuer expects that the final installment of principal of and
interest on such Note will be paid. 
Such notice shall be mailed or transmitted by facsimile prior to such
final Distribution Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such
installment.  Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section
10.2.


 


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


 


SECTION 2.8  
Cancellation.  All Notes
surrendered for payment, registration of transfer, exchange or redemption
shall, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee and shall be promptly cancelled by the
Indenture


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)                                 whenever
this Indenture requires or permits actions to be taken based upon instructions
or directions of Noteholders of Notes evidencing a specified percentage of the


 


9

















 


Outstanding Amount of the
Notes, the applicable Clearing Agency shall be deemed to represent such
percentage only to the extent that it has received instructions to such effect
from Note Owners and/or applicable Clearing Agency Participants owning or
representing, respectively, such required percentage of the beneficial interest
in the Notes and has delivered such instructions to the Indenture Trustee; and


 


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


 


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


 


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


 


10

















 


of Definitive Notes, the
Indenture Trustee shall recognize the holders of the Definitive Notes as
Noteholders.


 


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


 


SECTION 2.13  
Transfer Restrictions.  Each
Noteholder and Note Owner of a Reset Rate Note shall be subject to the
restrictions on transfer thereof set forth in Appendix A-3 to this Indenture.


 


ARTICLE III


 


Covenants


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Issuer may
at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order direct any Paying
Agent to pay to the Indenture Trustee all sums held in trust by such Paying
Agent, such sums to be held by the Indenture Trustee upon the same trusts as
those upon which the sums were held by such


 


12

















 


Paying Agent; and upon such
payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall
be released from all further liability with respect to such money.


 


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


 


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


 


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


 


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


 


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


 


(iii)                               enforce
any of the Collateral; or


 


13

















 


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


 


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


 


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


 


(b)                                 On
or before December 31 in each calendar year, beginning in 2004, the Issuer
shall furnish to the Indenture Trustee an Opinion of Counsel either stating
that, in the opinion of such counsel, such action has been taken with respect
to the recording, filing, re-recording and refiling of this Indenture and any
indentures supplemental hereto as is necessary to maintain the lien and
security interest created by this Indenture and relating the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describe
the recording, filing, recording and refiling of this Indenture and any
indentures supplemental hereto that will, in the opinion of such counsel, be
required to maintain the lien and security interest of this Indenture until
December 31 in the following calendar year.


 


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


 


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


 


(c)                                  The
Issuer shall punctually perform and observe all of its obligations and
agreements contained in this Indenture, the other Basic Documents and the
instruments and agreements included in the Indenture Trust Estate, including
filing or causing to be filed all UCC financing statements and continuation
statements prepared by the Issuer and required to be filed


 


14

















 


by the terms of this Indenture
and the Administration Agreement in accordance with and within the time periods
provided for herein and therein.  Except
as otherwise expressly provided therein, the Issuer shall not waive, amend,
modify, supplement or terminate any Basic Document or any provision thereof
without the consent of the Indenture Trustee or the Noteholders of at least a
majority of the Outstanding Amount of the Notes.  The Issuer shall give written notice to each Rating Agency of any
such waiver, amendment, modification, supplement or termination.


 


(d)                                 If
a Responsible Officer of the Issuer shall have knowledge of the occurrence of a
Servicer Default or an Administrator Default under the Servicing Agreement or
the Administration Agreement, respectively, the Issuer shall promptly notify
the Indenture Trustee and the Rating Agencies thereof, and shall specify in
such notice the action, if any, the Issuer is taking with respect to such
default.  If a Servicer Default shall
arise from the failure of the Servicer to perform any of its duties or
obligations under the Servicing Agreement, or an Administrator Default shall
arise from the failure of the Administrator to perform any of its duties or
obligations under the Administration Agreement, as the case may be, with
respect to the Trust Student Loans, the Issuer shall take all reasonable steps
available to it to enforce its rights under the Basic Documents in respect of
such failure.


 


(e)                                  As
promptly as possible after the giving of notice of termination to the Servicer
of the Servicer’s rights and powers, pursuant to Section 5.1 of the Servicing
Agreement, or to the Administrator of the Administrator’s rights and powers,
pursuant to Section 5.1 of the Administration Agreement, the Issuer shall
appoint a successor servicer (the “Successor Servicer”) or a successor
administrator (the “Successor Administrator”), respectively, and such Successor
Servicer or Successor Administrator, as the case may be, shall accept its
appointment by a written assumption in a form acceptable to the Indenture
Trustee.  In the event that a Successor
Servicer or Successor Administrator has not been appointed and accepted its
appointment at the time when the Servicer or Administrator, as the case may be,
ceases to act as Servicer or Administrator, respectively, the Indenture Trustee
without further action shall automatically be appointed the Successor Servicer
or Successor Administrator, as the case may be.  The Indenture Trustee may resign as the Successor Servicer or the
Successor Administrator by giving written notice of resignation to the Issuer
and in such event will be released from such duties and obligations, such
release not to be effective until the date a new servicer or a new
administrator enters into an agreement with the Issuer as provided below; provided,
however, that nothing herein shall require or permit the Indenture
Trustee to act as Servicer, or otherwise service the Trust Student Loans, in
violation of the Higher Education Act. 
Upon delivery of any such notice to the Issuer, the Issuer shall obtain
a new servicer as the Successor Servicer under the Servicing Agreement or a new
administrator as the Successor Administrator under the Administration
Agreement, as the case may be.  Any
Successor Servicer or Successor Administrator, other than the Indenture
Trustee, shall (i) be an established institution (A) that satisfies any
requirements of the Higher Education Act applicable to servicers and (B) whose
regular business includes the servicing or administration of student loans and
(ii) enter into a servicing agreement or an administration agreement,
respectively, with the Issuer having substantially the same provisions as the
provisions of the Servicing Agreement and the Administration Agreement, as
applicable.  If within 30 days after the
delivery of the notice referred to above, the Issuer shall not have obtained
such a new servicer or new administrator, as the case may be, the Indenture
Trustee may appoint, or may petition a court of competent jurisdiction to
appoint, a Successor Servicer or Successor Administrator; provided, however,
that


 


15

















 


such right to appoint or to
petition for the appointment of any such successor shall in no event relieve
the Indenture Trustee from any obligations otherwise imposed on it under the
Basic Documents until such successor has in fact assumed such appointment.  In connection with any such appointment, the
Indenture Trustee may make such arrangements for the compensation of such
successor as it and such successor shall agree, subject to the limitations set
forth below and in the Servicing Agreement or Administration Agreement, as
applicable, and in accordance with Section 5.2 of the Servicing Agreement and
Section 5.2 of the Administration Agreement, the Issuer shall enter into an
agreement with such successor for the servicing or administration of the Trust
Student Loans (such agreement to be in form and substance satisfactory to the
Indenture Trustee).  If the Indenture
Trustee shall succeed as provided herein to the Servicer’s duties as Servicer
with respect to the Trust Student Loans, or the Administrator’s duties with
respect to the Issuer and the Trust Student Loans, as the case may be, it shall
do so in its individual capacity and not in its capacity as Indenture Trustee
and, accordingly, the provisions of Article VI hereof shall be inapplicable to
the Indenture Trustee in its duties as the successor to the Servicer or the
Administrator, as the case may be, and the servicing or administration of the
Trust Student Loans.  In case the
Indenture Trustee shall become successor to the Servicer or the Administrator,
the Indenture Trustee shall be entitled to appoint as Servicer or as
Administrator, as the case may be, any one of its Affiliates, provided that
such appointment shall not affect or alter in any way the liability of the
Indenture Trustee as Successor Servicer or Successor Administrator,
respectively, in accordance with the terms hereof.


 


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


 


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


 


16

















 


other documents as the
Indenture Trustee may deem necessary or appropriate in the circumstances.


 


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


 


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


 


(ii)                                  claim
any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts properly withheld from such payments
under the Code or applicable state law) or assert any claim against any present
or former Noteholder by reason of the payment of the taxes levied or assessed
upon any part of the Indenture Trust Estate;


 


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


 


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


 


SECTION 3.9  
Annual Statement as to Compliance. 
The Issuer will deliver to the Indenture Trustee and each Rating Agency,
within 120 days after the end of each fiscal year of the Issuer (commencing
with the fiscal year ending December 31, 2004), an Officers’ Certificate of the
Issuer stating that:


 


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


 


(ii)                                  to
the best of such Authorized Officers’ knowledge, based on such review, the
Issuer has complied with all conditions and covenants under this Indenture


 


17

















 


throughout such year, or, if
there has been a default in the compliance of any such condition or covenant,
specifying each such default known to such Authorized Officers and the nature
and status thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                     the
Person that acquires by conveyance or transfer the properties and assets of the
Issuer the conveyance or transfer of which is hereby restricted shall (A) be a
United States citizen or a Person organized and existing under the laws of the
United States of America or any State, (B) expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in form
satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of, and interest, if any, on all Notes and the performance or
observance of every agreement and covenant of this Indenture on the part of the
Issuer to be performed or observed, all as provided herein, (C) expressly agree
by means of such supplemental indenture that all right, title and interest so
conveyed or transferred shall be subject and subordinate to the


 


18

















 


rights of Noteholders and any
Cross-Currency Swap Counterparty, (D) unless otherwise provided in such
supplemental indenture, expressly agree to indemnify, defend and hold harmless
the Issuer against and from any loss, liability or expense arising under or
related to this Indenture and the Notes and (E) expressly agree by means of
such supplemental indenture that such Person (or if a group of Persons, then
one specified Person) shall make all filings with the Commission (and any other
appropriate Person) required by the Exchange Act in connection with the Notes;


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 Upon
a conveyance or transfer of all the assets and properties of the Issuer
pursuant to Section 3.10(b), SLM Student Loan Trust 2003-14 will be released
from every covenant and agreement of this Indenture to be observed or performed
on the part of the Issuer with respect to the Notes immediately upon the
delivery by the Issuer of written notice to the Indenture Trustee stating that
SLM Student Loan Trust 2003-14 is to be so released.


 


SECTION 3.12  
No Other Business.  The Issuer
shall not engage in any business other than financing (including entering into
Swap Agreements from time to time), purchasing, owning, selling and managing
the Trust Student Loans and the other assets of the Issuer and related proceeds
in the manner contemplated by this Indenture and the other Basic Documents and
activities incidental thereto.


 


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


 


19

















 


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


 


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


 


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


 


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


 


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


 


SECTION 3.19  
Further Instruments and Acts. 
Upon request of the Indenture Trustee, the Issuer will execute and
deliver such further instruments and do such further acts as


 


20

















 


may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.


 


ARTICLE IV


 


Satisfaction
and Discharge


 


SECTION 4.1  
Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further effect with respect
to the Notes except as to (i) rights of registration of transfer and exchange,
(ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights
of Noteholders to receive payments of principal thereof and interest thereon,
(iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including,
without limitation, the rights of the Indenture Trustee under Section 6.7 and
the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights
of Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when:


 


(a)                                  either


 


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


 


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


 


(i)                                     have become due
and payable,


 


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


 


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


 


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


 


21

















 


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


 


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


 


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


 


SECTION 4.4  
Auction of Trust Student Loans. 
Any Trust Student Loans remaining in the Trust as of the later of
(a) the end of Collection Period for the January 2009 Distribution Date or
(b) the end of the first Collection Period when the Pool Balance is equal to
10% or less of the initial Pool Balance three Business Days prior to such
Distribution Date (the “Trust Auction Date”) shall be offered for sale by the
Indenture Trustee unless the Servicer has exercised its option to purchase the
Trust Estate as described in Section 6.1(a) of the Administration Agreement
with respect to such Distribution Date. 
The Servicer will be deemed to have waived such option if it fails to
notify the Eligible Lender Trustee and the Indenture Trustee of its exercise
thereof in writing prior to the Indenture Trustee’s acceptance of a bid to
purchase such Trust Student Loans; provided, however, that there
shall be no such offer for sale if the Indenture Trustee fails to provide
notice to the Servicer in accordance with this Section 4.4.  The Indenture Trustee shall provide written
notice to the Servicer of any such offer for sale at least 5 Business Days in
advance of the Trust Auction Date.  The
Indenture Trustee shall permit the Servicer or any of its Affiliates including
Sallie Mae and the Servicer to offer bids only if the Pool Balance as of the
applicable Trust Auction Date is equal to 10% or less of the Initial Pool
Balance and such bid does not exceed the fair market value of the Trust Student
Loans as of the Trust Auction Date.  If
at least two bids are received, the Indenture Trustee shall solicit and
resolicit new bids from all participating bidders until only one bid remains or
the remaining bidders decline to resubmit bids.  The Indenture Trustee shall accept the highest of such remaining
bids if it is equal to or in excess of both the Minimum Purchase Amount and the
fair market value of such Trust Student Loans as of the end of the Collection
Period immediately preceding the Trust Auction Date.  If at least two bids are not received or the highest bid after
the resolicitation process is completed is not equal to or in excess of the
higher of the Minimum Purchase Amount and the fair market value of the Trust
Student Loans, the Indenture Trustee


 


22

















 


shall not consummate such
sale.  The Indenture Trustee may
consult, and, at the direction of the Depositor, shall consult, with a
financial advisor, including an Initial Purchaser of the Notes or the
Administrator, to determine if the fair market value of the Trust Student Loans
has been offered.  The proceeds of any
such sale will be paid at the time set forth in Section 2.6 of the
Administration Agreement and applied in the order of priority set forth in
Section 5.4(b).  If the sale is not
consummated in accordance with the foregoing, the Indenture Trustee may, but
shall not be under any obligation to, solicit bids for sale of the Trust
Student Loans with respect to future Distribution Dates upon terms similar to
those described above, including the Servicer’s waiver of its option to
purchase the Trust Estate in accordance with Section 6.1(a) of the
Administration Agreement with respect to each such future Distribution Date.


 


ARTICLE V


 


Remedies


 


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


 


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


 


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


 


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


 


(iv)                              the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of the Issuer or any substantial part of the Indenture
Trust Estate in an involuntary case under any applicable Federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Issuer or for any substantial part of the Indenture
Trust


 


23

















 


Estate, or ordering the
winding-up or liquidation of the Issuer’s affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or


 


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


 


SECTION 5.2  
Acceleration of Maturity; Rescission and Annulment.  If an Event of Default should occur and be
continuing, then and in every such case the Indenture Trustee or the
Noteholders representing not less than a majority of the Outstanding Amount of
the Notes may declare all the Notes to be immediately due and payable, by a
notice in writing to the Issuer (and to the Indenture Trustee if given by
Noteholders), and upon any such declaration the unpaid principal amount of such
Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable, subject, however, to
Section 5.4 of this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.3  
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.  The Issuer covenants that if (i) default is
made in the payment of any interest


 


24

















 


on any Note when the same becomes
due and payable, and such default continues for a period of five days, or (ii)
default is made in the payment of the principal of any Note when the same
becomes due and payable at the related Note Final Maturity Date, the Issuer
shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the
Noteholders, the whole amount then due and payable on such Notes for principal
and interest, with interest upon the overdue principal, and, to the extent
payment at such rate of interest shall be legally enforceable, upon overdue
installments of interest, at the rate specified in Section 2.7 and in addition
thereto such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Indenture Trustee and its agents and counsel.


 


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


 


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


 


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


 


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


 


25

















 


predecessor Indenture Trustee,
except as a result of negligence or bad faith) and of the Noteholders allowed
in such Proceedings;


 


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


 


(iii)                               to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute all amounts received with respect to the claims
of the Noteholders, any Cross-Currency Swap Counterparty and the Indenture
Trustee on their behalf; and


 


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


 


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


 


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


 


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


 


(f)                                    In
any Proceedings brought by the Indenture Trustee (and also any Proceedings
involving the interpretation of any provision of this Indenture to which the
Indenture Trustee shall be a party), the Indenture Trustee shall be held to
represent all the Noteholders and each


 


26

















 


Cross-Currency Swap
Counterparty, and it shall not be necessary to make any Noteholder or any
Cross-Currency Swap Counterparty a party to any such Proceedings.


 


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


 


(a)                                  (i)                                     institute
Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture
with respect thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuer and any other obligor upon such Notes
moneys adjudged due;


 


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


 


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


 


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


 


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


 


provided,
however, that the Indenture Trustee may not sell or otherwise liquidate the
Indenture Trust Estate following an Event of Default, other than an Event of
Default described in Section 5.1(i) or (ii) with respect to the Class A Notes,
unless (A) the Noteholders of 100% of the Outstanding Amount of the Class A
Notes consent thereto, (B) the proceeds of such sale or liquidation
distributable to the Class A Noteholders are sufficient to discharge in full
all amounts then due and unpaid upon such Class A Notes for principal and
interest or (C) the Indenture Trustee determines that the Indenture Trust
Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Class A Notes as would have become due if the
Class A Notes had not been declared due and payable, and the Indenture Trustee
obtains the consent of Noteholders of 66-2/3% of the Outstanding Amount of the
Class A Notes; provided, further, that the Indenture Trustee may
not sell or otherwise liquidate the Indenture Trust Estate following an Event
of Default, other than an Event of Default described in Section 5.1(i) or (ii)
with respect to the Class A Notes, unless (D) the proceeds of such sale or
liquidation distributable to the Class B Noteholders plus the proceeds of the
sale or liquidation of the Trust Estate distributable to the Class B
Noteholders are sufficient to pay to the Class B Noteholders the Outstanding
Amount of the Class B Notes plus accrued and unpaid interest thereon or
(E) after receipt of notice from the Eligible Lender Trustee that the proceeds
of such sale or liquidation distributable to the Class B Noteholders plus the
proceeds of the sale or liquidation of the Trust Estate distributable to the
Class B Noteholders would not be sufficient to pay to the Class B Noteholders
the outstanding principal plus accrued and unpaid interest thereon, the Class


 


27

















 


B Noteholders of at least a
majority of the Outstanding Amount of the Class B Notes consent thereto.  In determining such sufficiency or
insufficiency with respect to clauses (B), (C), (D) and (E), the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Indenture
Trust Estate and/or Trust Estate, as applicable, for such purpose.


 


(b)                                 Notwithstanding
the provisions of Section 8.2, following the occurrence and during the
continuation of an Event of Default specified in Section 5.1(i), 5.1(ii),
5.1(iv) or 5.1(v) which has resulted in an acceleration of the Notes, if the
Indenture Trustee collects any money or property, it shall pay out the money or
property (and other amounts including amounts, if any, held on deposit in each
of the Trust Accounts) held as Collateral for the benefit of the Noteholders,
net of liquidation costs associated with the sale of the assets of the Trust,
in the following order:


 


FIRST:                                                                   to
the applicable Noteholders of the Reset Rate Notes then denominated in U.S.
Dollars and bearing interest at a fixed rate, or if the Reset Rate Notes are in
Foreign Exchange Mode, to the related Cross-Currency Swap Counterparty (for
exchange into the applicable non-U.S. Dollar Currency) the amount, if any, on
deposit in the Accumulation Account for the Reset Rate Notes (excluding any
Investment Earnings thereon) in reduction of the Outstanding Amount of the
Reset Rate Notes until they are paid in full;


 


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


 


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


 


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


 


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


 


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


 


B:                                     if
a Swap Agreement is then in effect, to each Swap Counterparty, the amount of
any Swap Interest Payments due and payable by the Issuer (other than as paid to
that Swap Counterparty under clause FIRST); and


 


C:                                     if
any Swap Agreement has been terminated, to the related Swap Counterparty, the
amount of any Swap Termination Payments due to such Swap Counterparty due to a
Termination Event (as defined in the related Swap Agreement) resulting from a
payment default under the related Swap Agreement by the Issuer, a
non-rescindable, non-waivable acceleration of the Notes, or the bankruptcy or
insolvency of the Issuer.


 


28

















 


SIXTH:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


THIRTEENTH:                        to
the Interest Rate Cap Swap Counterparty, the amount of any termination payment
due to the Interest Rate Cap Swap Counterparty by the Issuer under the Interest
Rate Cap Agreement; and


 


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


 


In the event
that the related Swap Agreements have terminated, all payments by the Trust to
the Noteholders of the Reset Rate Notes then in Foreign Exchange Mode will be
made in the applicable currency utilizing the exchange rate set forth in the
related Swap Agreement prior to its termination.


 


29

















 


If a
Cross-Currency Swap Agreement terminates, amounts that would have otherwise
been paid to the related Cross-Currency Swap Counterparty under such
Cross-Currency Swap Agreement (other than amounts payable as a Termination
Payment thereunder) will be used to make payments to the Reset Rate Notes, in
an amount in Pounds Sterling or any other applicable non-U.S. Dollar currency
equal to the payment that the related Cross-Currency Swap Counterparty would
have made.  If this occurs, the Trust
will exchange U.S. Dollars for Pounds Sterling or any other applicable non-U.S.
Dollar currency in order to make distributions to the Reset Rate Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30

















 


it being
understood and intended that no one or more Noteholders shall have any right in
any manner whatever by virtue of, or by availing of, any provision of this
indenture to affect, disturb or prejudice the rights of any other Noteholders
or to obtain or to seek to obtain priority or preference over any other
Noteholders or to enforce any right under this Indenture, except in the manner
herein provided.


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.11  
Control by Noteholders.  The
Noteholders of a majority of the Outstanding Amount of the Notes shall have the
right to direct the time, method and place of


 


31

















 


conducting any Proceeding for
any remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided that


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


32

















 


on any Note on or after the
respective due dates expressed in such Note and in this Indenture (or, in the
case of redemption, on or after the Redemption Date).


 


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


 


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


 


SECTION 5.16  
Performance and Enforcement of Certain Obligations.


 


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


 


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


 


33

















 


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


 


ARTICLE VI


 


The Indenture
Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)                                    No
provision of this Indenture shall require the Indenture Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties


 


34

















 


hereunder or in the exercise of
any of its rights or powers, if it shall have reasonable grounds to believe
that repayments of such funds or adequate indemnity satisfactory to it against
any loss, liability or expense is not reasonably assured to it.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.3  
Individual Rights of Indenture Trustee. 
The Indenture Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Indenture
Trustee.  Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do


 


35

















 


the same with like rights.  However, the Indenture Trustee must comply with
Sections 6.11 and 6.12.


 


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


 


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


 


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


 


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


 


36

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


If a successor
Indenture Trustee does not take office within 60 days after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the
Issuer or the


 


37

















 


Noteholders of a majority in
Outstanding Amount of the Notes may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.  The successor Indenture Trustee shall give
notice of its appointment as successor Indenture Trustee to the Rating
Agencies.


 


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


 


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


 


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


 


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


 


SECTION 6.10  
Appointment of Co-Trustee or Separate Trustee.


 


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


 


38

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


39

















 


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


 


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


 


ARTICLE VII


 


Noteholders’
Lists and Reports


 


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


 


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


 


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


 


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


 


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


 


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


 


40

















 


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


 


SECTION 7.3  
Reports by Issuer.


 


(a)                                  The
Issuer shall:


 


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


 


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


 


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


 


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


 


ARTICLE VIII


 


Accounts,
Disbursements and Releases


 


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


 


41

















 


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


 


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


 


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


 


(b)                                 Subject
to Section 6.1(c), the Indenture Trustee shall not in any way be held liable
for the selection of Eligible Investments or by reason of any insufficiency in
any of the Trust Accounts resulting from any loss on any Eligible Investment
included therein except for losses attributable to the Indenture Trustee’s
failure to make payments on such Eligible Investments issued by the Indenture Trustee,
in its commercial capacity as principal obligor and not as trustee, in
accordance with their terms.


 


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


 


42

















 


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


 


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


 


(c)                                  Each
Noteholder, by the acceptance of a Note, acknowledges that from time to time
the Indenture Trustee shall release the lien of this Indenture on any Trust
Student Loan to be sold to (i) the Depositor in accordance with Section 6 of
the Sale Agreement, (ii) to the Servicer in accordance with Section 3.5 of the
Servicing Agreement, and (iii) to Sallie Mae in accordance with Section 6 of
the Purchase Agreement, and each Noteholder, by the acceptance of a Note,
consents to any such release.


 


SECTION 8.5  
Opinion of Counsel.  The
Indenture Trustee shall receive at least seven days’ notice when requested by
the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies
of any instruments involved, and the Indenture Trustee shall also require,
except in connection with any action contemplated by Section 8.4(c), as a
condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding that
all conditions precedent to the taking of such action have been complied with
and such action will not materially and adversely impair the security for the
Notes or the rights of the Noteholders or any Swap Counterparty in contravention
of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Indenture Trust Estate. 
Counsel rendering any such opinion may rely, without independent investigation,
on the accuracy and validity of any certificate or other instrument delivered
to the Indenture Trustee in connection with any such action.


 


ARTICLE IX


 


Supplemental
Indentures


 


SECTION 9.1  
Supplemental Indentures Without Consent of Noteholders.  Without the consent of any Noteholders but
with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee,
when authorized by an Issuer Order, at any time and from time to


 


43

















 


time, may enter into one or
more indentures supplemental hereto (which shall conform to the provisions of
the Trust Indenture Act as in force at the date of the execution thereof), in
form satisfactory to the Indenture Trustee, for any of the following purposes:


 


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


 


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


 


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


 


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


 


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


 


(vi)                              to
evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the
provisions of this Indenture as shall be necessary to facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to
the requirements of Article VI; or


 


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


 


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


 


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


 


44

















 


SECTION 9.2   Supplemental
Indentures with Consent of Noteholders. 
The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, also may, with prior notice to any Swap Counterparty and the Rating
Agencies and with the consent of the Noteholders of not less than a majority of
the Outstanding Amount of the Notes, by Act of such Noteholders delivered to
the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner
or eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Noteholders under this Indenture;  provided, however, that no such
supplemental indenture shall, without the consent of the Noteholder of each
Outstanding Note affected thereby:


 


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


 


(ii)                                  reduce
the percentage of the Outstanding Amount of the Notes, the consent of the
Noteholders of which is required for any such supplemental indenture, or the
consent of the Noteholders of which is required for any waiver of compliance
with certain provisions of this Indenture or certain defaults hereunder and
their consequences provided for in this Indenture;


 


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


 


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


 


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


 


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


 


45

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


46

















 


prepared and executed by the
Issuer and authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.


 


ARTICLE X


 


Redemption of
Notes


 


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


 


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


 


All notices of
redemption shall state:


 


(i)                                     the
Redemption Date;


 


(ii)                                  the
Redemption Price; and


 


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


 


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


 


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


 


47

















 


ARTICLE XI


 


Miscellaneous


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)                                  Whenever
the Issuer is required to furnish to the Indenture Trustee and the Rating
Agencies an Officers’ Certificate of the Issuer certifying or stating the
opinion of any signer thereof as to the matters described in clause (i) above,
the Issuer shall also deliver to the Indenture Trustee an Independent
Certificate as to the same matters, if the fair value to the Issuer of the
securities to be so deposited and of all other such securities made the basis
of any such withdrawal or release since the commencement of the then-current
fiscal year of the Issuer, as set


 


48

















 


forth in the certificates
delivered pursuant to clause (i) above and this clause (ii), is 10% or more of
the Outstanding Amount of the Notes, but such a certificate need not be
furnished with respect to any securities so deposited, if the fair value
thereof to the Issuer as set forth in the related Officers’ Certificate is less
than $25,000 or less than one percent of the Outstanding Amount of the Notes.


 


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


 


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


 


(v)                                 Notwithstanding
Section 2.9 or any other provision of this Section, the Issuer may, without
compliance with the requirements of the other provisions of this Section, (A)
collect, liquidate, sell or otherwise dispose of Trust Student Loans as and to
the extent permitted or required by the Basic Documents, (B) make cash payments
out of the Trust Accounts as and to the extent permitted or required by the
Basic Documents and (C) convey to the Depositor, the Servicer or another
eligible lender those specified Trust Student Loans as and to the extent permitted
or required by and in accordance with Section 8.4(c) hereof and Section 6 of
the Sale Agreement, Section 3.5 of the Servicing Agreement or Section 3.11E of
the Servicing Agreement, respectively, so long as the Issuer shall deliver to
the Indenture Trustee every six months, commencing December 31, 2004, an
Officers’ Certificate of the Issuer stating that all the dispositions of
Collateral described in clauses (A), (B) or (C) above that occurred during the
immediately preceding six calendar months were in the ordinary course of the
Issuer’s business and that the proceeds thereof were applied in accordance with
the Basic Documents.


 


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


 


49

















 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                                 Any
request, demand, authorization, direction, notice, consent, waiver or other
action by any Noteholder shall bind the Noteholder of every Note issued upon
registration of


 


50

















 


transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, omitted or suffered
to be done by the Indenture Trustee or the Issuer in reliance thereon, whether
or not notation of such action is made upon such Note.


 


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


 


(a)                                  The
Indenture Trustee by any Noteholder, the Servicer, the Administrator or by the
Issuer shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Indenture Trustee at its Corporate
Trust Office with a copy to: The Bank of New York, 2 North LaSalle St., Suite 1020,
Chicago, Illinois, 60602, Attention: Corporate Trust – Structured Finance.


 


(b)                                 The
Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for
every purpose hereunder if in writing and mailed, first-class, postage prepaid,
to the Issuer addressed to: SLM Student Loan Trust 2003-14, in care of Chase
Manhattan Bank USA, National Association, Christiana Center/OPS4, 500 Stanton
Christiana Road, Newark,  Delaware
19713, Attention:  Corporate Trust
Department; with copies to JPMorgan Chase Bank, 450 West 33rd Street 15th Fl.,
New York, New York 10001, Attention: 
Structured Finance Services; and the Administrator, 11600 Sallie Mae
Drive, Reston, Virginia 20193, Attention: ABS Trust Administration, or any
other address previously furnished in writing to the Indenture Trustee by the
Issuer or the Administrator.  The Issuer
shall promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.


 


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


 


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


 


SECTION 11.5  
Notices to Noteholders; Waiver. 
Where this Indenture provides for notice to Noteholders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class, postage prepaid to each
Noteholder affected by such event, at his address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, neither
the failure to mail such notice


 


51

















 


nor any defect in any notice so
mailed to any particular Noteholder shall affect the sufficiency of such notice
with respect to other Noteholders, and any notice that is mailed in the manner
herein provided shall conclusively be presumed to have been duly given.


 


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


 


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


 


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


 


SECTION 11.6  
Alternate Payment and Notice Provisions.  Notwithstanding any provision of this Indenture or any of the
Notes to the contrary, the Issuer may enter into any agreement with any
Noteholder providing for a method of payment, or notice by the Indenture
Trustee or any Paying Agent to such Noteholder, that is different from the
methods provided for in this Indenture for such payments or notices.  The Issuer will furnish to the Indenture
Trustee a copy of each such agreement and the Indenture Trustee will cause
payments to be made and notices to be given in accordance with such agreements.


 


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


 


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


 


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


 


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


 


52

















 


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


 


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


 


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


 


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


 


SECTION 11.12  
Legal Holidays.  In any case
where the date on which any payment is due shall not be a Business Day, then
(notwithstanding any other provision of the Notes or this Indenture) payment
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date on which nominally
due, and no interest shall accrue for the period from and after any such
nominal date.


 


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


 


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


 


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


 


SECTION 11.16  
Trust Obligations.  No recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Depositor, the Administrator, the


 


53

















 


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


 


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


 


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


 


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


 


54

















 


specifically, no Cross-Currency
Swap Counterparty shall have any voting rights or rights to exercise any
remedies under this Indenture until after the Outstanding Amount of the Notes
has been reduced to zero and the Noteholders have been paid all amounts owed to
them under this Indenture.  After the
Outstanding Amount of the Notes has been reduced to zero and the Noteholders
have been paid all amounts owed to them under this Indenture, each
Cross-Currency Swap Counterparty shall have all of the rights and obligations,
including all voting rights, of the Noteholders set forth in this Indenture.


 


55

















 


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


 


	
   

  	
  SLM STUDENT
  LOAN TRUST 2003-14

  
	
   

  	
   

  
	
   

  	
  By: 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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF
  NEW YORK,

  not in its individual capacity but solely

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  ERIC A.
  LINDAHL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric A.
  Lindahl

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Agent

  	
   

  



 


56

















 


ACCEPTED AND AGREED TO WITH
RESPECT TO THE TRANSFER OF ALL RIGHT, TITLE AND INTEREST IN AND TO THE CALL
OPTION CONTAINED IN, AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN,
SECTION 7 OF APPENDIX A-2 TO THIS INDENTURE


 


	
  SLM FUNDING
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
  MARK L.
  HELEEN

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mark L.
  Heleen

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  	
   

  
	
   

  
	
   

  
	
  SLM
  CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/

  	
  C. E.
  ANDREWS

  	
   

  	
   

  
	
   

  	
  Name:

  	
  C. E.
  Andrews

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  	
   

  



 


57

















 


APPENDIX A-1


 


DEFINITIONS AND USAGE


Series 2003-14


 


Usage


 


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


 


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


 


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


 


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


 


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


 


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


 


A-1-1

















 


Definitions


 


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


 


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


 


“Accrual
Period” means, with respect to a Distribution Date and (i) each class
of Notes bearing a floating rate of interest (including, without limitation,
the Floating Rate Notes), the period from and including the immediately
preceding Distribution Date for such class of Notes to but excluding the
then-current Distribution Date, or in the case of the initial such period for
the Floating Rate Notes, the period from and including the Closing Date to and
including April 25, 2004; provided that if more than one Interest Rate
Change Date occurs for the Reset Rate Notes bearing a floating rate of interest
within any given Accrual Period, the rate of interest for the entire Accrual
Period shall be as specified in the relevant Remarketing Terms Notice; and
(ii)  the Reset Rate Notes if they then bear a fixed rate of interest and
(x) are denominated in U.S. Dollars, the period from and including the 25th
day of the month of the immediately preceding Distribution Date, to and
including the 24th day of the month of the then-current Distribution
Date for the Reset Rate Notes, or (y) are denominated in a currency other than
U.S. Dollars (including during the initial Reset Period), (A) the period
from and including the 25th day of the month of the immediately
preceding Distribution Date, to and including the 24th day of the
month of the then-current Distribution Date or (B) as otherwise specified
on the Schedule A for the Reset Rate Notes; provided, however, that the initial
Accrual Period for the Reset Rate Notes will begin on the Closing Date and end
on January 24, 2005.


 


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


 


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


 


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


 


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


 


A-1-2

















 


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


 


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


 


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


 


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


 


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


 


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


 


where “Determination Period”
means the period from and including one Calculation Date to but excluding the
next Calculation Date and “Calculation Date” means, in each year, each of those
days in the calendar year that are specified herein as being the scheduled
Distribution Dates; provided, however, that the first Determination Period for
each of the Reset Rate Notes is 295 days.


 


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


 


“Adjusted
Pool Balance” means, for any Distribution Date, (a) if the Pool Balance as
of the last day of the related Collection Period is greater than 40% of the
Initial Pool Balance, the sum of that Pool Balance and the Specified Reserve
Account Balance for that Distribution Date or (b) if the Pool Balance as of the
last day of the related Collection Period is less than or equal to 40% of the
Initial Pool Balance, that Pool Balance.


 


“Administration
Agreement” means the Administration Agreement dated as of December 11,
2003, among Sallie Mae, Inc., the Depositor, the Trust and the Eligible Lender
Trustee, and as such agreement may be further amended or supplemented from time
to time.


 


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


 


A-1-3

















 


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


 


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


 


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


 


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


 


“All Hold
Rate” means, for the Reset Rate Notes when they are denominated in U.S.
Dollars during the then-current Reset Period and the immediately following
Reset Period, the applicable Index plus or minus the Spread (with respect to
the Reset Rate Notes in floating rate mode) or the applicable fixed rate, which
may be expressed as the fixed rate pricing benchmark plus or minus a spread
(with respect to the Reset Rate Notes in fixed rate mode), that the Remarketing
Agents, in consultation with the Administrator, determine will be effective,
unless the Call Option is exercised, in the event that 100% of the holders of
the Reset Rate Notes choose to hold their Notes for the upcoming Reset
Period.  The All Hold Rate shall be a
rate that the Remarketing Agents, in consultation with the Administrator, and
in their good faith determination, believe would result in the remarketing of
the entire class of Reset Rate Notes at a price equal to 100% of the
Outstanding Amount thereof.


 


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


 


A-1-4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)                                  the
aggregate Purchase Amounts received during that Collection Period for those
Trust Student Loans purchased by Sallie Mae;


 


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


 


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


 


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


 


A-1-5

















 


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


 


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


 


(k)                                  payments
received under the Interest Rate Cap Agreement;


 


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


 


(m)                               the
Investment Premium Purchase Account Release Amount transferred from the
Investment Premium Purchase Account on that Distribution Date;


 


(n)                                 all
amounts on deposit in the Investment Reserve Account not transferred to an
Accumulation Account to offset realized losses on Eligible Investments actually
incurred by the Trust as of that Distribution Date;


 


(o)                                 all
amounts received by the Trust from any Swap Counterparty, but only to the
extent paid in U.S. Dollars during that Collection Period;


 


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


 


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


 


“Basic
Documents” means the Trust Agreement, the Indenture, the Servicing
Agreement, the Administration Agreement, the Sale Agreement, the Purchase
Agreement, the Guarantee Agreements, the Note Depository Agreements, any
Remarketing Agreement, the Interest Rate Cap Agreement, any Swap Agreements
(including the Initial Cross-Currency Swap Agreement and the Initial Reset Date
Currency Swap Agreement) and other documents and certificates delivered in
connection with any such documents.


 


“Benefit
Plan” has the meaning specified in Exhibit C to the Trust Agreement.


 


A-1-6

















 


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


 


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


 


“Business
Day” means (i) with respect to calculating LIBOR of a specified maturity,
any day on which banks in New York, New York and London, England are open for
the transaction of international business; and (ii) for all other purposes, any
day other than a Saturday, a Sunday or a day on which banking institutions or
trust companies in New York, New York or Wilmington, Delaware are authorized or
obligated by law, regulation or executive order to remain closed.


 


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


 


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


 


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


 


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


 


“Capitalized
Interest Account Initial Deposit” means $24,000,000.


 


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


 


A-1-7

















 


“Class A Note”
means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a Class A-4 Note, a
Class A-5 Note, a Class A-6 Note or a Class A-7 Note.


 


“Class A
Note Interest Shortfall” means, for any Distribution Date, the excess of
(x) the Class A Noteholders’ Interest Distribution Amount on the preceding
Distribution Date, over (y) the amount of interest actually distributed to the
Class A Noteholders on the preceding Distribution Date, plus
(2) interest on the amount of that excess, to the extent permitted by law,
at the weighted average interest rate on all of the Class A Notes from the
preceding Distribution Date to the current Distribution Date.


 


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


 


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


 


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


 


“Class A
Noteholders’ Interest Distribution Amount” means, for any Distribution
Date, the sum of: (1) the amount of interest accrued at the Class A-1 Rate, the
Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class A-5 Rate, the
Class A-6 Rate or the Class A-7 Rate, as applicable, for the related Accrual
Period on the Outstanding Amount of all classes of Class A Notes on the
immediately preceding Distribution Date(s) after giving effect to all principal
distributions to Class A Noteholders on that preceding Distribution Date or, in
the case of the first Distribution Date, on the Closing Date, and (2) the
Class A Note Interest Shortfall for that Distribution Date.


 


“Class A
Noteholders’ Principal Distribution Amount” means, for any Distribution
Date, the Principal Distribution Amount times the Class A Percentage for that
Distribution Date, plus any Class A Note Principal Shortfall as of the close of
business on the preceding Distribution Date; provided that the Class A
Noteholders’ Principal Distribution Amount will not exceed the Outstanding
Amount of the Class A Notes (less all amounts, other than Investment Earnings,
on deposit in the Accumulation Account). 
In addition, on the Class A-1 Maturity Date, the Class A-2 Maturity
Date, the Class A-3 Maturity Date, the Class A-4 Maturity Date, the Class A-5
Maturity Date, the Class A-6 Maturity Date or the Class A-7 Maturity Date, as
applicable, the principal required to be distributed to the related Class A Noteholders
will include the amount required to reduce the Outstanding Amount of that class
to zero.


 


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


 


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


 


“Class A-1
Maturity Date” means the January 2010 Distribution Date.


 


A-1-8

















 


“Class A-2
Maturity Date” means the April 2013 Distribution Date.


 


“Class A-3
Maturity Date” means the October 2015 Distribution Date.


 


“Class A-4
Maturity Date” means the October 2018 Distribution Date.


 


“Class A-5
Maturity Date” means the January 2023 Distribution Date.


 


“Class A-6
Maturity Date” means the July 2025 Distribution Date.


 


“Class A-7
Maturity Date” means the October 2038 Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


“Class A-6
Noteholder” means a Person in whose name a Class A-6 Note is registered in
the Note Register.


 


“Class A-7
Noteholder” means a Person in whose name a Class A-7 Note is registered in
the Note Register.


 


“Class A-1
Notes” means the $211,000,000 Floating Rate Class A-1 Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-1 thereto.


 


“Class A-2
Notes” means the $296,000,000 Floating Rate Class A-2 Student Loan-Backed Notes
issued by the Trust pursuant to the Indenture, substantially in the form of
Exhibit A-2 thereto.


 


“Class A-3
Notes” means the $288,000,000 Floating Rate Class A-3 Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-3 thereto.


 


“Class A-4
Notes” means the $318,000,000 Floating Rate Class A-4 Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-4 thereto.


 


A-1-9

















 


“Class A-5
Notes” means the $519,000,000 Floating Rate Class A-5 Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-5 thereto.


 


“Class A-6
Notes” means the $250,000,000 Floating Rate Class A-6 Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-6 thereto.


 


“Class A-7
Notes” means the £189,649,986 Reset Rate Class A-7 Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-7 thereto.


 


“Class A-1
Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR as determined on the related LIBOR Determination Date, plus
0.02%, based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class A-1 Rate shall mean the
Initial Accrual Rate plus 0.02%, based on an Actual/360 accrual method.


 


“Class A-2
Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR as determined on the related LIBOR Determination Date, plus
0.06%, based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class A-2 Rate shall mean the
Initial Accrual Rate plus 0.06%, based on an Actual/360 accrual method.


 


“Class A-3
Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR as determined on the related LIBOR Determination Date, plus
0.12%, based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class A-3 Rate shall mean the
Initial Accrual Rate plus 0.12%, based on an Actual/360 accrual method.


 


“Class A-4
Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR as determined on the related LIBOR Determination Date, plus
0.17%, based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class A-4 Rate shall mean the
Initial Accrual Rate plus 0.17%, based on an Actual/360 accrual method.


 


“Class A-5
Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR as determined on the related LIBOR Determination Date, plus
0.23%, based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class A-5 Rate shall mean the
Initial Accrual Rate plus 0.23%, based on an Actual/360 accrual method.


 


“Class A-6
Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR as determined on the related LIBOR Determination Date, plus
0.30%, based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class A-6 Rate shall mean the
Initial Accrual Rate plus 0.30%, based on an Actual/360 accrual method.


 


“Class A-7
Rate” means, for any Accrual Period until and including the Initial Reset
Date for the Class A-7 Notes, 5.40% per annum based on a Actual/Actual (“ISMA”)
accrual method with the initial Accrual Period, consisting of 411 days.  The Class A-7 Rate shall be changed on each
related Reset Date to the interest rate and Day Count Basis that will be set
forth in the notice required to be delivered by the Administrator and/or the
Remarketing Agents on each


 


A-1-10

















 


Remarketing Terms Determination
Date and Spread Determination Date, as applicable, pursuant to the procedures
set forth in the Reset Rate Note Procedures.


 


“Class B
Maturity Date” means the October 2038 Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class B
Notes” means the $68,345,000 Floating Rate Class B Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form
of Exhibit A-8 thereto.


 


“Class B
Percentage” with respect to any Distribution Date, means (1) prior to the
Stepdown Date or with respect to any Distribution Date on which a Trigger Event
is in effect, zero; and (2) on and after the Stepdown Date and provided that no
Trigger Event is in effect, a fraction expressed as a percentage, the numerator
of which is the aggregate principal balance of the Class B Notes immediately
prior to that Distribution Date and the denominator of which is


 


A-1-11

















 


Outstanding Amount of the
Notes, less all amounts (other than Investment Earnings) on deposit in the
Accumulation Account, immediately prior to that Distribution Date.


 


“Class B
Rate” means, for any Accrual Period after the initial Accrual Date,
Three-Month LIBOR as determined on the related LIBOR Determination Date, plus
0.55% based on an Actual/360 accrual method. 
For the initial Accrual Period, the Class B Rate shall mean the Initial
Accrual Rate plus 0.55%, based on an Actual/360 accrual method.


 


“Clearing
Agency” means DTC, Euroclear or Clearstream, as applicable, or another
organization registered as a “clearing agency” pursuant to applicable law.  The initial Clearing Agency for the Floating
Rate Notes shall be DTC and the initial nominee for such Clearing Agency shall
be Cede & Co.  The Clearing Agencies
for the Reset Rate Notes (i) for any Reset Period when they are not denominated
in U.S. Dollars (including the initial Reset Period) shall be Euroclear and
Clearstream and the initial joint nominee for such Clearing Agencies shall be The
Bank of New York Depository (Nominees) Limited, and (ii) for any Reset Period
when they are denominated in U.S. Dollars shall be the same Clearing Agency and
nominee applicable to the Floating Rate Notes.


 


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


 


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


 


“Closing
Date” means December 11, 2003.


 


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


 


A-1-12

















 


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


 


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


 


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


 


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


 


“Collection
Account Initial Deposit” means $0.


 


“Collection
Period” means, with respect to the first Distribution Date, the period
beginning on the Cutoff Date and ending on March 31, 2004, and with respect to
each subsequent Distribution Date, the Collection Period means the three
calendar months immediately following the end of the previous Collection
Period.


 


A-1-13

















 


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


 


“Commission”
means the Securities and Exchange Commission.


 


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


 


“Corporate
Trust Office” means (i) with respect to the Indenture Trustee, the principal
office of the Indenture Trustee at which at any particular time its corporate
trust business shall be administered, which office at the Closing Date is
located at 101 Barclay Street 8 West, New York, New York 10286, Attention:
Corporate Trust Group (telephone: (212) 815-3247, facsimile:
(212) 815-3883) or at such other address as the Indenture Trustee may
designate from time to time by notice to the Noteholders and the Depositor, or
the principal corporate trust office of any successor Indenture Trustee (the
address of which the successor Indenture Trustee will notify the Noteholders,
the Administrator and the Depositor) and (ii) with respect to the Eligible
Lender Trustee, the principal corporate trust office of the Eligible Lender
Trustee located at Christiana Center/OPS4, 500 Stanton Christiana Road, Newark,
Delaware 19713, Attention:  Corporate
Trust Department (telephone: (302) 552-6279; facsimile: (302) 552-6280); or at
such other address as the Eligible Lender Trustee may designate by notice to the
Depositor, or the principal corporate trust office of any successor Eligible
Lender Trustee (the address of which the successor Eligible Lender Trustee will
notify the Administrator and the Depositor).


 


“Cross-Currency
Swap Agreements” means, with respect to the Reset Rate Notes in Foreign
Exchange Mode, each Swap Agreement between the Trust and the related
Cross-Currency Swap Counterparty which (a) in the case of the initial
Cross-Currency Swap Agreement, converts its specified percentage of all non-U.S.
monies paid by purchasers of the Reset Rate Notes into U.S. Dollars, (b)
converts its specified percentage of all payments of U.S. Dollars by the Trust
to the Reset Rate Noteholders into the applicable currency, and (c) pays
to the Paying Agent, on behalf of the Trust, for the benefit of the tendering
Reset Rate Noteholders, its specified percentage of required additional
interest at the interest rate applicable to the


 


A-1-14

















 


tendered Reset Rate Notes resulting
from any required delay in Reset Date payments through Euroclear and
Clearstream.


 


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


 


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


 


“Cutoff
Date” means November 10, 2003.


 


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


 


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


 


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


 


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


 


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


 


(a)                                  with
respect to bankers’ acceptances, commercial paper, negotiable certificates of
deposit and other obligations that constitute “instruments” within the meaning
of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery,
transfer thereof to the Indenture Trustee or its nominee or custodian by
physical delivery to the Indenture Trustee or its nominee or custodian endorsed
to, or registered in the name of, the Indenture Trustee or its nominee or
custodian or endorsed in blank, and, with respect to a certificated security
(as defined in Section 8-102(a)(3) of the UCC) transfer thereof (i) by delivery
of such certificated security endorsed to, or registered in the name of, the
Indenture Trustee or its nominee or custodian or endorsed in blank to a
securities intermediary (as defined in Section 8-102(a)(14) of the UCC) and the
making by such securities intermediary of entries on its books and records
identifying such certificated securities as belonging to the Indenture Trustee
or its nominee or custodian and the sending by such securities intermediary of
a confirmation of the purchase of such certificated security by the Indenture
Trustee or its nominee or custodian, or (ii) by delivery thereof to a “clearing
corporation” (as defined in Section 8-102(a)(5) of the UCC) and the making by
such clearing corporation of appropriate entries on its books reducing the
appropriate securities account of the transferor and increasing the appropriate
securities account of a securities intermediary by the amount of such
certificated security, the identification by the clearing corporation of the
certificated securities for the sole and exclusive account of the securities
intermediary, the maintenance of such certificated securities by such clearing
corporation or the nominee of either subject to the clearing corporation’s
exclusive control, the sending of a confirmation by the securities intermediary
of the purchase by the Indenture Trustee or its nominee or custodian of such
securities and the making by such securities intermediary of entries on its
books and records identifying such certificated securities as belonging to the
Indenture Trustee or its nominee or custodian (all of the foregoing, but not
including Trust Student Loans,


 


A-1-15

















 


“Physical Property”); and such
additional or alternative procedures as may hereafter become appropriate to
effect the complete transfer of ownership of any such Trust Account Property to
the Indenture Trustee or its nominee or custodian, consistent with changes in
applicable law or regulations or the interpretation thereof;


 


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


 


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


 


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


 


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


 


“Depository
Agreements” means the Note Depository Agreements.


 


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


 


“Distribution
Date” means for any class of Notes, the 25th day of each of January, April,
July and October, or, if such day is not a Business Day, the immediately
following Business Day, commencing on April 26, 2004.


 


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


 


“Eligible
Deposit Account” means (i) with respect to the Trust Accounts other
than the Pounds Sterling Account or any Other Currency Account, either (a) a
segregated account with an Eligible Institution or (b) a segregated trust
account with the corporate trust department of a depository institution
organized under the laws of the United States of America or any one of the


 


A-1-16

















 


States or the District of
Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as
any of the securities of such depository institution have a credit rating from
Moody’s, S&P, and, if such institution is rated by Fitch, Fitch, in one of
their generic rating categories which signifies investment grade and
(ii) with respect to the Pounds Sterling Account or any Other Currency
Account, a segregated account with the London Paying Agent.


 


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


 


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


 


(a)                                  direct
obligations of, and obligations fully guaranteed as to timely payment by, the
United States of America, the Government National Mortgage Association, the
Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association, Sallie Mae, or any agency or instrumentality of the United States
of America the obligations of which are backed by the full faith and credit of
the United States of America; provided that obligations of, or guaranteed by,
the Government National Mortgage Association, the Federal Home Loan Mortgage
Corporation, the Federal National Mortgage Association or Sallie Mae shall be
Eligible Investments only if, at the time of investment, they meet the criteria
of each of the Rating Agencies for collateral for securities having ratings
equivalent to the respective ratings of the Notes in effect at the Closing
Date;


 


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


 


A-1-17

















 


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


 


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


 


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


 


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


 


(g)                                 asset-backed
securities, including asset-backed securities issued by Affiliates, or entities
formed by Affiliates, of Sallie Mae, but excluding mortgage-backed securities,
that at the time of investment have a rating in the highest investment category
granted by each of the Rating Agencies; provided that the purchase price of any
such asset-backed security in excess of par must be paid for with amounts on
deposit in the Investment Premium Purchase Account;


 


(h)                                 Eligible
Repurchase Obligations; and


 


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


 


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


 


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


 


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


 


A-1-18

















 


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


 


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


 


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


 


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


 


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


 


“European
Clearing Systems” means Euroclear or Clearstream.


 


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


 


“Excess
Distribution Certificate” means the certificate, substantially in the form
of Exhibit A to the Trust Agreement, evidencing the right to receive payments
thereon as set forth in Sections 2.8(p), 2.9(f) and 2.10(a)(ii) of the
Administration Agreement.


 


“Excess
Distribution Certificate Paying Agent” means any paying agent or co-paying
agent appointed pursuant to Section 3.13(g) of the Trust Agreement, which shall
initially be the Indenture Trustee.


 


“Excess
Distribution Certificate Register” and “Excess Distribution Certificate
Registrar” mean the register mentioned and the registrar appointed pursuant
to Section 3.13(c) of the Trust Agreement.


 


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


 


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


 


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


 


A-1-19

















 


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


 


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


 


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


 


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


 


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


 


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


 


(e)                                  any
of the conditions specified in Section 8 of the Remarketing Agreement are not
satisfied; or


 


(f)                                    any
applicable Rating Agency Condition has not been satisfied.


 


“Failed
Remarketing Rate” means, for any Reset Period when the Reset Rate Notes are
then denominated in U.S. Dollars, Three-Month LIBOR plus 0.75%; and for the
Reset Rate Notes while in Foreign Exchange Mode, as will be determined on the
Spread Determination Date pursuant to the terms of the related Cross-Currency
Swap Agreement (and for the initial Reset Period for the Reset Rate Notes, the
Failed Remarketing Rate will be Three-Month GBP-LIBOR plus 0.55%).


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 


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


 


A-1-20

















 


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


 


“Fitch”
means Fitch Inc., also known as Fitch Ratings, or any successor rating agency.


 


“Five-Month
LIBOR” see “Three-Month LIBOR”.


 


“Floating
Rate Class A Notes” means the Class A-1 Notes, Class A-2 Notes, Class A-3
Notes, Class A-4 Notes, Class A-5 Notes and Class A-6 Notes.


 


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


 


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


 


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


 


“Four-Month
LIBOR” see “Three-Month LIBOR”.


 


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


 


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


 


“Global
Note Certificate” means a global note certificate representing interests in
the Reset Rate Notes offered and sold in reliance on Rule 144A or
Regulation S, as applicable.


 


A-1-21

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indenture”
means the Indenture dated as of December 1, 2003, among the Eligible
Lender Trustee on behalf of the Trust, the Trust and the Indenture Trustee.


 


“Indenture
Trust Estate” means all money, instruments, rights and other property that
are subject or intended to be subject to the lien and security interest of the
Indenture for the benefit of the Noteholders and, as applicable, each Swap
Counterparty (including all Collateral Granted to the Indenture Trustee),
including all proceeds thereof.


 


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


 


A-1-22

















 


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


 


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


 


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


 


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


 


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


 


X + [13/28 * (Y - X)]


 


where:


 


X = Four-Month LIBOR, and

Y = Five-Month LIBOR


 


“Initial
Cross-Currency Swap Agreement” means, with respect to the Reset Rate Notes,
the Swap Agreement, dated as of December 3, 2003, between the Trust and
The Royal Bank of Scotland plc, as the Initial Cross-Currency Swap
Counterparty, which (i) converts all Pounds Sterling paid by Purchasers of
the Reset Rate Notes into U.S. Dollars, (ii) converts all payments of U.S.
Dollars by the Trust to the Reset Rate Noteholders into Pounds Sterling, and
(iii) pays to the London Paying Agent, on behalf of the Trust, for the
benefit of the tendering Reset Rate Noteholders, additional interest at the
interest rate applicable to the tendered Reset Rate Notes resulting from any
required delay in Reset Date payments through Euroclear and Clearstream, in
each case using the Initial Dollar/Pounds Sterling Conversion Rate.


 


“Initial
Cross-Currency Swap Counterparty” The Royal Bank of Scotland plc, with
respect to the Reset Rate Notes during the period prior to the Initial Reset
Date.


 


A-1-23

















 


“Initial
Dollar/Pounds Sterling Conversion Rate” means an exchange rate of $1.7285 =
£1.00.


 


“Initial
Pool Balance” means the Pool Balance as of the Cutoff Date, which is
$2,255,598,146.


 


“Initial
Purchasers” means, collectively, J.P. Morgan Securities Ltd., Morgan
Stanley & Co. Incorporated, Goldman Sachs International, Lehman Brothers
International (Europe) and Greenwich Capital Markets, Inc.


 


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


 


“Initial
Reset Date” means, for the Reset Rate Notes, the Distribution Date in
January 26, 2009.


 


“Initial
Reset Date Currency Swap Agreement” means, with respect to the Reset Rate
Notes, the Swap Agreement, dated as of December 3, 2003, between The Royal
Bank of Scotland plc, as the Swap Agent, not in its individual capacity, but
solely in its capacity as Swap Agent for the Class A-7 Noteholders and the
Remarketing Agents pursuant to the Remarketing Agreement, and The Royal Bank of
Scotland plc, as the Initial Cross-Currency Swap Counterparty, to convert all
secondary market trade proceeds received by the Remarketing Agents in U.S.
Dollars on the Reset Date resulting in a successful remarketing of the Reset
Rate Notes or exercise of the Call Option at the end of the initial Reset
Period for the Reset Rate Notes, into Pounds Sterling for payment of principal
to the tendering Reset Rate Noteholders, in each case using the Initial
Dollar/Pounds Sterling Conversion Rate.


 


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


 


“Initial
Swap Agreements” mean the Initial Cross-Currency Swap Agreement and the
Initial Reset Date Currency Swap Agreement.


 


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


 


A-1-24

















 


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


 


“Interest
Rate Cap Agreement” means the agreement between the Trust and Sallie Mae,
dated December 3, 2003, documented under a 1992 ISDA Master Agreement
(Multicurrency-Cross Border), including the related schedule and confirmation,
providing for certain payments to the Trust, in the amounts and under the
conditions set forth therein, which will terminate in accordance with its terms
on or before the April 2005 Distribution Date.


 


“Interest
Rate Cap Confirmation” means the confirmation executed under the Interest
Rate Cap Agreement dated as of December 3, 2003 representing the interest
rate cap in a notional amount of $370,000,000.


 


“Interest
Rate Cap Swap Counterparty” means Sallie Mae and any successors or
permitted assigns.


 


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


 


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


 


“Interest
Rate Swap Counterparty” means each Eligible Swap Counterparty with which
the Trust enters into an Interest Rate Swap Agreement.


 


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


 


“Interest
Rate Swap Agreement” means, with respect to the Reset Rate Notes during any
Reset Period when they are denominated in U.S. Dollars and (i) bear a fixed
rate of interest, or (ii) bear interest based on an index other than LIBOR or a
U.S. Commercial Paper Rate, any Swap Agreement between the Trust and an
Eligible Swap Counterparty, to hedge the basis risk during the Reset Period.


 


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


 


“Interim
Trust Agreement” means the Interim Trust Agreement dated as of December 1,
2003, between the Depositor and the Interim Eligible Lender Trustee.


 


A-1-25

















 


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


 


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


 


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


 


“Investment
Premium Purchase Account Deposit Amount” means, with respect to each
Distribution Date when funds are deposited into an Accumulation Account, an
amount equal to (a) 1.00% of the amount deposited into each such
Accumulation Account on such Distribution Date, or (b) with respect to any
Distribution Date that is one year or less prior to a Reset Date relating to
the Reset Rate Notes for which funds are then on deposit in an Accumulation
Account, 0.50% of the amount deposited into the Accumulation Account on such
Distribution Date.


 


“Investment
Premium Purchase Account Release Amount” means, with respect to any
Distribution Date that is one year or less prior to a Reset Date relating to
the Reset Rate Notes for which funds are then on deposit in an Accumulation
Account, the amount, if any, to be withdrawn from the Investment Premium
Purchase Account so that the remaining funds on deposit in such Investment
Premium Purchase Account will be equal to the lesser of (a) 0.50% of the
amount on deposit in the Accumulation Account, and (b) the amount then on
deposit the Investment Premium Purchase Account; provided that on any
Distribution Date that is also a Reset Date for the Reset Rate Notes for which
amounts are then on deposit in an Accumulation Account, all Investment Premium
Purchase Account Deposit Amounts relating to such Accumulation Account that
remain on deposit in the Investment Premium Purchase Account will become part
of the Investment Premium Purchase Account Release Amount on such Distribution
Date.


 


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


 


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


 


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


 


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


 


A-1-26

















 


“LIBOR”
means Three-Month LIBOR, Four-Month LIBOR and Five-Month LIBOR, as applicable.


 


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


 


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


 


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


 


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


 


“Loan”
has the meaning set forth in Section 2 of the Purchase Agreement.


 


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


 


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


 


“Luxembourg
Listing Agent” means, initially, The Bank of New York (Luxembourg) S.A.


 


“Luxembourg
Paying Agent” means, initially, The Bank of New York (Luxembourg) S.A.


 


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


 


A-1-27

















 


“Monthly
Servicing Payment Date” means the 25th day of each calendar
month or, if such day is not a Business Day, the immediately following Business
Day, commencing on January 25, 2004.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor rating agency.


 


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


 


“Note
Depository Agreements” means with respect to the Notes, the Letter of
Representations, dated December 11, 2003, among the Trust, the Eligible
Lender Trustee and the Indenture Trustee in favor of DTC, and with respect to
the Reset Rate Notes, the Instruction Letter from Issuer to Common Depositary,
dated December 11, 2003 between the Trust and The Bank of New York
Depository (Nominees) Limited.


 


“Note Final
Maturity Date” for a class of Notes means the Class A-1 Maturity Date,
the Class A-2 Maturity Date, the Class A-3 Maturity Date, the Class A-4
Maturity Date, the Class A-5 Maturity Date, the Class A-6 Maturity Date, the
Class A-7 Maturity Date or the Class B Maturity Date, as applicable.


 


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


 


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


 


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


 


“Note
Purchase Agreement” means the Note Purchase Agreement dated as of
December 3, 2003, among the Depositor, the Seller and the Initial
Purchasers.


 


“Note Rates”
means, with respect to any Accrual Period, the Class A-1 Rate, the Class A-2
Rate, the Class A-3 Rate, the Class A-4 Rate, the Class A-5 Rate, the Class A-6
Rate, the Class A-7 Rate and the Class B Rate for such Accrual Period,
collectively.


 


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


 


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


 


A-1-28

















 


“Notes”
means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes and
the Class B Notes, collectively.


 


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


 


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


 


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


 


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


 


“Origination
Fee” means the origination fee payable to the Department by the lender with
respect to any Trust Student Loan made on or after October 1, 1993, equal to
0.50% of the initial principal balance of such loan.


 


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


 


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


 


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


 


(b)                                 Notes,
or portions thereof, for which payment has been made to the applicable
Noteholders in reduction of the outstanding principal balance thereof or for
which money in the necessary amount has been theretofore deposited with the
Indenture Trustee or any Paying Agent in trust for the Noteholders thereof
(excluding for such purpose any amounts on


 


A-1-29

















 


deposit in the Accumulation
Account); provided, however, that if such Notes are to be
redeemed, notice of such redemption has been duly given pursuant to the
Indenture; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-1-30

















 


(b)                                 all
amounts received by the Trust through that date from purchases of the Trust
Student Loans by Sallie Mae, the Depositor, or the Servicer;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-1-31

















 


Administrator are not quoting
as mentioned above, the Prime Rate will remain the prime rate then in effect on
that Interest Rate Determination Date.


 


“Principal
Distribution Amount” means, (i) with respect to the initial
Distribution Date, the amount by which the sum of the Outstanding Amount of the
Notes exceeds the Adjusted Pool Balance for that Distribution Date, and
(ii) with respect to each subsequent Distribution Date, the sum of
(a) the amount by which the Adjusted Pool Balance for the preceding
Distribution Date exceeds the Adjusted Pool Balance for that Distribution Date,
and (b) any amounts received under the Interest Rate Cap Agreement for
that Distribution Date.


 


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


 


“Purchase
Agreement” means the Purchase Agreement Master Securitization Terms Number
1000 dated as of December 11, 2003, among Sallie Mae, the Interim Eligible
Lender Trustee and the Depositor.


 


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


 


“Purchased
Student Loan” means a Trust Student Loan which is, as of the close of
business on the last day of a Collection Period, purchased by the Servicer
pursuant to Section 3.5 of the Servicing Agreement or repurchased by the
Depositor pursuant to Section 6 of the Sale Agreement, purchased by Sallie Mae
pursuant to Section 6 of the Purchase Agreement.


 


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


 


“Quarterly
Funding Amount” means, for the Reset Rate Notes, for any Distribution Date
that is (1) more than one year before the next Reset Date, zero and
(2) one year or less before the next Reset Date, an amount to be deposited
into the Remarketing Fee Account for the Reset Rate Notes so that the amount
therein equals the Quarterly Required Amount; provided, however, that if on any
Distribution Date that is not a Reset Date, the amount on deposit in the
Remarketing Fee Account is greater than the Quarterly Required Amount, such
excess will be transferred to the Collection Account and included in Available
Funds for that Distribution Date.


 


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


 


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


 


A-1-32

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regulation
S” means Regulation S promulgated under the Act.


 


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


 


“Remarketing
Agent” means, initially, each of J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated.  The
Administrator, in its sole discretion, may change any Remarketing Agent for the
Reset Rate Notes for any Reset Period at any time on or before a Remarketing
Terms Determination Date.


 


A-1-33

















 


“Remarketing
Agreement” means the Remarketing Agreement dated as of December 11,
2003 among the Remarketing Agents, the Swap Agents, the Administrator and the
Trust, as amended or supplemented from time to time.


 


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


 


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


 


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


 


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


 


“Reserve
Account Initial Deposit” means $5,638,995.


 


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


 


“Reset Date
Currency Swap Agreements” means, with respect to the Reset Rate Notes in
Foreign Exchange Mode, each Swap Agreement between a Swap Agent, not in its
individual capacity but solely in its capacity as Swap Agent for the benefit of
the Remarketing Agents and the Reset Rate Noteholders pursuant to the
Remarketing Agreement, and an Eligible Swap Counterparty to convert its
specified percentage of secondary market trade proceeds received by the
Remarketing Agents into U.S. Dollars on the effective date of such Swap
Agreement, and into the applicable currency for payment of principal to the
tendering Reset Rate Noteholders on the Reset Date resulting in the successful
remarketing of the Reset Rate Notes or the exercise of the Call Option.


 


“Reset
Period” means, with respect to the Reset Rate Notes, a period of at least
three months (or any other longer duration that is a multiple of three months)
that will always end on the day before a Distribution Date, which such
Distribution Date will be the next Reset Date; provided, that no Reset Period
may end after the day before the Reset Rate Notes Maturity Date.


 


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


 


A-1-34

















 


“Reset Rate
Note” means any Class A-7 Note.


 


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


 


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


 


“Reset Rate
Notes” means the Class A-7 Notes.


 


“Reset Rate
Notes Maturity Date” means the Class A-7 Maturity Date.


 


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


 


“Rule 144A”
means Rule 144A promulgated under the Act.


 


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


 


“Sale
Agreement” means the Sale Agreement dated as of December 11, 2003, among
the Eligible Lender Trustee on behalf of the Trust, the Trust, the Interim
Eligible Lender Trustee and the Depositor.


 


“Sallie Mae”
means the Student Loan Marketing Association.


 


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


 


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


 


“Servicer”
means Sallie Mae Servicing L.P., in its capacity as servicer of the Trust
Student Loans, or any successor thereto in such capacity in accordance with the
Servicing Agreement.


 


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


 


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


 


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


 


A-1-35

















 


“Servicing
Agreement” means the Servicing Agreement dated as of December 11,
2003, among the Trust, the Eligible Lender Trustee, the Servicer, the
Administrator and the Indenture Trustee.


 


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


 


“Settlement
Day” means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer System is open which is also a day on which banks
in New York City are open for business.


 


“Short-Form
Trust Agreement” means the trust agreement dated as of November 26, 2003,
between the Depositor and the Eligible Lender Trustee, pursuant to which the
Trust was established.


 


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


 


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


 


(a)                                  0.25%
of the Pool Balance as of the close of business on the last day of the related
Collection Period; and


 


(b)                                 $3,383,397;


 


provided that in no event will
that balance exceed the Outstanding Amount. 
For these purposes, as to the Reset Rate Notes then bearing a fixed rate
of interest, the Outstanding Amount of the Reset Rate Notes will be reduced by
any amounts (less any Investment Earnings) on deposit in the Accumulation
Account for the Reset Rate Notes.


 


“Spread”
means the percentage, determined by the Remarketing Agents on the Spread
Determination Date, with respect to the Reset Rate Notes that is to bear a
floating rate of interest, in excess of or below the applicable interest rate
Index that will be applicable to the Reset Rate Notes during any Reset Period
after the initial Reset Period so as to result in an interest rate that, in the
reasonable opinion of the Remarketing Agents, will enable all of the tendered
Reset Rate Notes to be remarketed by the Remarketing Agents at 100% of the
Outstanding Amount of such Reset Rate Notes.


 


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


 


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


 


A-1-36

















 


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


 


“Stepdown
Date” means the earlier to occur of (i) the January 2009  Distribution
Date or (ii) the first date on which no Class A Notes remain
Outstanding.


 


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


 


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


 


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


 


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


 


“Supplemental
Interest Account Deposit Amount” means, with respect to the Reset Rate
Notes while in fixed rate mode, and for any Distribution Date, the lesser of:


 


(a)               the
product of:


 


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


 


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


 


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


 


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


 


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


 


“Swap Agent”
means initially, The Royal Bank of Scotland plc, for the Initial Reset Date
Currency Swap Agreement and for any subsequent Reset Date Currency Swap
Agreement, the entity appointed by the Remarketing Agents that is acting as
agent for the Remarketing Agents and for the benefit of the Reset Rate
Noteholders, and directed by the Remarketing Agents to enter into a Reset Date
Currency Swap Agreement.


 


“Swap
Agreement” means the applicable ISDA Master Agreement, and each related
swap schedule and/or Swap Confirmation pursuant to the terms and conditions set
forth in the Reset Rate Note Procedures, with respect to (i) each
Cross-Currency Swap Agreement and each


 


A-1-37

















 


Interest Rate Swap Agreement to
be entered into from time to time by the Administrator or the Eligible Lender
Trustee in either case solely on behalf of the Trust and an Eligible Swap
Counterparty, (ii) each Reset Date Currency Swap Agreement to be entered
into from time to time by a Swap Agent, as agent for the Remarketing Agents and
for the benefit of the holders of the Reset Rate Notes, and an Eligible Swap
Counterparty and (iii) the Interest Rate Cap Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Swap
Termination Date” means the date on which Swap Agreement terminates in
accordance with its terms, which with respect to any Initial Interest Rate Swap
Agreement is scheduled to be the Initial Reset Date for the Reset Rate Notes.


 


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


 


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


 


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


 


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


 


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


 


A-1-38

















 


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


 


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


 


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


 


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


 


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


 


“Trust”
means SLM Student Loan Trust 2003-14, a Delaware statutory trust established
pursuant to the Short-Form Trust Agreement.


 


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


 


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


 


A-1-39

















 


“Trust
Agreement” means the Amended and Restated Trust Agreement, dated as of
December 11, 2003 among the Depositor, the Eligible Lender Trustee and the
Indenture Trustee, which amended and restated the Short-Form Trust Agreement.


 


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


 


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


 


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


 


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


 


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


 


“UCC”
means, unless the context otherwise requires, the Uniform Commercial Code, as
in effect in the relevant jurisdiction, as amended from time to time.


 


“U.S.
Dollar Equivalent Principal Amount” means, with respect to the Reset Rate
Notes while in Foreign Exchange Mode, the U.S. Dollar equivalent of the
Outstanding Amount of the Reset Rate Notes as of the date of determination
based on the exchange rate provided in the related Cross-Currency Swap
Agreement.


 


A-1-40

















 


APPENDIX A-2


 


RESET RATE NOTE PROCEDURES


 


Section 1.                                            Definitions:  All terms which are defined in Appendix
A-1 shall have the same meanings in this Appendix A-2.


 


Section 2.                                            Interest
Rates; Principal Payments: (a)  The
Reset Rate Notes will bear interest for each Reset Period at the rate set forth
on Schedule A attached to the Reset Rate Note as determined in accordance with
Section 2(b) below; provided, that for the initial Reset Period, the Reset Rate
Notes will bear interest from the Closing Date through and including the
Initial Reset Date at the rate set forth in the first sentence of the
definitions of “Class A-7 Rate”. 
Interest on the Reset Rate Notes shall be payable by the Trust with
respect to each Distribution Date at the priority level set forth in Section
2.8(d) of the Administration Agreement; provided, that if interest due to the
Reset Rate Notes is payable through a Swap Agreement, the related Swap Interest
Payments will be payable by the Trust to the related Swap Counterparty, and by
the Swap Counterparty to the Trust (for payment to the Reset Rate Noteholders),
as described in Section 10 below.


 


(b)                                 After
the initial Reset Period, the Reset Rate Notes may be reset to bear either a
fixed or floating rate of interest at the option of the Remarketing Agents, in
consultation with the Administrator. 
The interest rate of the Reset Rate Notes will be reset as of each Reset
Date as determined by (i) the Remarketing Agents, in consultation with the
Administrator, with respect to (A) the length of the Reset Period, (B) whether
the rate is fixed or floating and (x) if floating, the applicable Index, or (y)
if fixed, the applicable pricing benchmark, (C) the applicable Day Count Basis,
(D) the applicable currency denomination, i.e., U.S. Dollars, Euros, Pounds
Sterling or another non-U.S. Dollar currency, (E) if in Foreign Exchange Mode,
the applicable Distribution Dates on which interest will be paid to the Reset
Rate Noteholders, (F) the applicable Interest Rate Determination Dates within
each Accrual Period, (G) the interval between Interest Rate Change Dates during
each Accrual Period and (H) if applicable, the All Hold Rate, and
(ii) the Remarketing Agents (in their sole determination) with respect to
the setting of the (A) fixed rate of interest or (B) Spread to the chosen
Index, as applicable.


 


(c)                                  In
the event that the Reset Rate Notes are reset (i) to bear (or continue to bear)
interest at a floating rate, (ii) to bear (or continue to bear) a fixed rate of
interest and/or (iii) to be denominated (or continue to be denominated) in a
currency other than U.S. Dollars, and the Remarketing Agents, in consultation
with the Administrator determine that it would be in the best interest of the
Trust based on existing market conditions to enter into one or more Swap
Agreements, the Administrator will be responsible for arranging, on behalf of
the Trust, one or more Swap Agreements to hedge the basis risk and/or currency
exchange risk (as applicable) and, together with the Remarketing Agents, for
selecting the Swap Counterparties thereto in accordance with the procedures set
forth in Section 10(b) below.  The Reset
Rate Notes will not be reset (or continue) to bear interest at a floating rate
that is not based on LIBOR or a Commercial Paper Rate, at a fixed rate or to be
denominated in a currency other than U.S. Dollars unless one or more Swap
Agreements are entered into as of the related Reset Date that results in the
Rating Agency Condition being satisfied. 
In connection with each Swap


 


A-2-1

















 


Agreement, the Remarketing
Agents shall solicit bids from Eligible Swap Counterparties in accordance with
the procedures set forth in Section 10(d) below.


 


(d)                                 The
Reset Rate Notes that bear interest at (i) a floating rate shall be entitled to
receive payments of principal in reduction of its Outstanding Amount on each
Distribution Date at the priority level set forth in Section 2.8(f) of the
Administration Agreement and (ii) a fixed rate shall be entitled to receive
allocations of principal at the priority level set forth in Section 2.8(f) of
the Administration Agreement on each Distribution Date, provided, however,
that such amounts referred to in this clause (ii) shall not be paid in
reduction of the Outstanding Amount of the Reset Rate Notes; instead all such
amounts shall be deposited into the Accumulation Account for payment to the
Reset Rate Noteholders or Swap Counterparty, as applicable, on or about the
next Reset Date as set forth in Section 11(a) below.


 


Section 3.                                            End
of Reset Period Notice:  (a)  Unless the holder of the Call Option has
delivered the related Call Option Notice, the Administrator, not less than
fifteen nor more than thirty calendar days prior to any Remarketing Terms
Determination Date, will (i) give written notice (including facsimile or
other electronic transmission, if permitted pursuant to the recipient’s
standard procedures) to the applicable Clearing Agencies and the Luxembourg
Stock Exchange (for so long as the Reset Rate Notes are listed on such
exchange), with a copy to the Indenture Trustee, notifying them of the upcoming
Reset Date and stating whether tender is deemed mandatory or optional for the
Reset Rate Notes on the Reset Date (the “Initial Reset Date Notice”),
(ii) request that each Clearing Agency notify its participants of (1) the
contents of the Initial Reset Date Notice, (2) the Remarketing Terms Notice to
be given on the Remarketing Terms Determination Date pursuant to Section 4(d)
below, (3) the Spread Determination Notice to be given on the Spread Determination
Date pursuant to Section 9(e) below, and (4) if applicable, the procedures
concerning the timely delivery of a Hold Notice pursuant to Section 8 below
that must be followed if any beneficial owner of a Reset Rate Note wishes to
retain its Reset Rate Notes.  For so
long as the Reset Rate Notes are listed on the Luxembourg Stock Exchange, a
copy of such notices will be sent to the Luxembourg Stock Exchange and each of
the Remarketing Terms Notice and the Spread Determination Notice will also be
published in a leading newspaper having general circulation in Luxembourg
(which is expected to be The  Luxemburger Wort) and (iii) initiate
discussions with representatives of the Luxembourg Stock Exchange regarding an
addendum to the Offering Memorandum dated December 3, 2003, if required by
Section 7(f)(i) of the Remarketing Agreement.


 


(b)                                 The
Administrator will also include in the Initial Reset Date Notice the names and
contact information of the Luxembourg listing agent, if applicable, and any
Remarketing Agents confirmed or appointed by the Administrator, or if no
Remarketing Agents have then been so chosen, the Administrator will provide
adequate contact information for Reset Rate Noteholders to receive information
regarding the upcoming Reset Date.


 


(c)                                  If
the related Clearing Agency or its respective nominee, as applicable, is no
longer the holder of record of the Reset Rate Notes, the Administrator, or the
Remarketing Agents on its behalf, will send the Reset Rate Noteholders, with a
copy to the Indenture Trustee and the Luxembourg listing agent, as applicable,
the required notices setting forth the information in Sections 3(a) and 3(b)
above not less than fifteen nor more than thirty calendar days prior to any
Remarketing Terms Determination Date. 
In addition, in the event that


 


A-2-2

















 


Definitive Notes evidencing an
interest in the Reset Rate Notes are issued, the Administrator shall cause the
Note Registrar to provide to the relevant Reset Rate Noteholders and the
Luxembourg listing agent, as applicable, any additional procedures applicable
to such Reset Rate Notes while in definitive form.


 


Section 4.                                            Remarketing
Terms Determination Date:  (a)  Subject to the provisions of the Remarketing
Agreement, prior to the Remarketing Terms Determination Date, and unless the
holder of the Call Option has delivered the Call Option Notice, the
Administrator shall re-affirm the capability of the initial Remarketing Agents
to perform under the Remarketing Agreement, and/or enter into new remarketing
agreements with other or additional remarketing agents, who shall function as
the Remarketing Agents with respect to the Reset Date.  On each Remarketing Terms Determination
Date, the Trust, the Administrator and the Remarketing Agents will enter into a
Remarketing Agency Agreement for the remarketing of the Reset Rate Notes.


 


(b)                                 If
the Remarketing Agents, in consultation with the Administrator, determine prior
to the Remarketing Terms Determination Date that any Cross-Currency Swap
Agreements or Reset Date Currency Swap Agreements required pursuant to Section
2(c)(iii) above will not be obtainable on the Reset Date, the Reset Rate Notes
must be denominated in U.S. Dollars during the next Reset Period.


 


(c)                                  Unless
the holder of the Call Option has delivered the Call Option Notice, on or prior
to the Remarketing Terms Determination Date the Remarketing Agents will notify
the Reset Rate Noteholders whether tender is deemed mandatory or optional and,
in consultation with the Administrator, will establish the following terms for
the Reset Rate Notes to be applicable during the immediately following Reset
Period:


 


(i)                                     the
expected weighted average life of the Reset Rate Notes, based on prepayment and
other assumptions customary for comparable securities;


 


(ii)                                  the
name and contact information of the Remarketing Agents;


 


(iii)                               the
next Reset Date and length of such Reset Period;


 


(iv)                              the
interest rate mode (i.e., fixed rate or floating rate);


 


(v)                                 the
currency denomination;


 


(vi)                              the
applicable minimum denominations and additional increments for the Reset Rate
Notes;


 


(vii)                           if
in Foreign Exchange Mode, the identities of the Eligible Swap Counterparties
from which bids will be solicited and the identity, if known, of the proposed
Swap Agent for each related Eligible Swap Counterparty;


 


(viii)                        if
in Foreign Exchange Mode, the applicable Distribution Dates on which interest
and principal will be paid to the Reset Rate Noteholders;


 


(ix)                                if
in floating rate mode, the applicable Index;


 


A-2-3

















 


(x)                                   if
in floating rate mode, the interval between Interest Rate Change Dates;


 


(xi)                                if
in floating rate mode, the applicable Interest Rate Determination Date;


 


(xii)                             if
in fixed rate mode, the applicable fixed rate pricing benchmark;


 


(xiii)                          if
in fixed rate mode, the identities of the Eligible Swap Counterparties from
which bids will be solicited;


 


(xiv)                         if
in floating rate mode, whether there will be a related Swap Agreement and, if
so, the identities of the Eligible Swap Counterparties from which bids will be
solicited;


 


(xv)                            the
applicable Day Count Basis;


 


(xvi)                         the
All Hold Rate, if applicable;


 


(xvii)                      if
Definitive Notes are to be issued, the procedures for delivery and exchange of
Definitive Notes and for dealing with lost or mutilated notes; and


 


(xviii)                   any
other relevant terms incidental to the foregoing (other than the Spread or
fixed rate of interest, as applicable) for the next Reset Period;


 


provided,
that any interest rate mode, other than a floating rate based on LIBOR or a
Commercial Paper Rate, will require that the Rating Agency Condition be
satisfied prior to the delivery of the Remarketing Terms Notice.


 


(d)                                 The
Remarketing Agents will communicate all of the information established in
Section 4(c) above in the Remarketing Terms Notice required to be given in
writing (including facsimile or other electronic transmission if in accordance
with each Clearing Agency’s standard procedures) to each Clearing Agency (and
the Luxembourg Stock Exchange if the Reset Rate Notes are then listed on such
exchange) or the Reset Rate Noteholders if Definitive Notes have been issued,
as applicable, the Indenture Trustee and the Rating Agencies on the Remarketing
Terms Determination Date.


 


(e)                                  In
addition, prior to the Remarketing Terms Determination Date, the Administrator
shall cause the Schedule Replacement Order with respect to the Reset Rate Notes
to be delivered to the Indenture Trustee, the Clearing Agencies and, if the
Reset Rate Notes are then listed on the Luxembourg Stock Exchange, the
Luxembourg listing agent.


 


Section 5.                                            All
Hold Rate:  (a)  On each Remarketing Terms Determination Date
for the Reset Rate Notes which are denominated in U.S. Dollars during both the
then-current Reset Period and the immediately following Reset Period, the
Remarketing Agents, in consultation with the Administrator, will establish the
All Hold Rate for the Reset Rate Notes. 
With respect to the Reset Rate Notes that are either in Foreign Exchange
Mode during the then-current Reset Period or will be reset into Foreign
Exchange Mode on the immediately following Reset Date, all Reset Rate
Noteholders will be deemed to have tendered their Notes on the Reset Date,


 


A-2-4

















 


regardless of any desire by
such Reset Rate Noteholders to retain their ownership thereof, and no All Hold
Rate will be applicable.


 


(b)                                 The
All Hold Rate will only be applicable if 100% of the Reset Rate Noteholders
deliver timely Hold Notices wherein they elect to hold their Reset Rate Notes
for the next Reset Period.  If
applicable, the interest rate for the Reset Rate Notes during the immediately
following Reset Period will not be less than the All Hold Rate.  If the rate of interest using the Spread or
fixed rate of interest established on the Spread Determination Date is higher
than the All Hold Rate, then upon a successful remarketing of the Reset Rate
Notes, all Reset Rate Noteholders who delivered a Hold Notice agreeing to be
subject to the All Hold Rate instead will be entitled to the higher rate of
interest during the immediately following Reset Period.


 


Section 6.                                            Failed
Remarketing:  (a)  With respect to each Reset Date for which
the holder of the Call Option does not deliver the Call Option Notice, a Failed
Remarketing will be declared by the Remarketing Agents and the provisions of
this Section 6 will apply if any of the conditions set forth in the definition
of “Failed Remarketing” are applicable. 
In order to prevent the declaration of a Failed Remarketing, the
Remarketing Agents will have the option, but not the obligation, to purchase
any Reset Rate Notes tendered that they are not otherwise able to remarket or
with respect to which a committed purchaser defaults on their purchase
obligations.


 


(b)                                 At
any time a Failed Remarketing is declared: (i) all Reset Rate Notes will be
retained by the Reset Rate Noteholders on the related Reset Date, regardless of
any deemed mandatory or voluntary tenders made to the Remarketing Agents, (ii)
the Failed Remarketing Rate for Reset Rate Notes will apply for the related
Reset Period and (iii) a Reset Period of three months will be established.  In addition, if the Reset Rates Notes are in
Foreign Exchange Mode at the time a Failed Remarketing is declared, the
provisions of Sections 10(a)(i) and (ii) shall also apply.


 


(c)                                  If
there is a Failed Remarketing of the Reset Rate Notes, the Reset Rate
Noteholders shall not be entitled to exercise any remedies as a result of the
failure of the Reset Rate Notes to be remarketed on the Reset Date.


 


Section 7.                                            Call
Option:  (a)  With respect to each Reset Date, the
Depositor, as the initial holder of the Excess Distribution Certificate, is
hereby granted the Call Option for the purchase of not less than 100% of the
Reset Rate Notes, exercisable at a price equal to 100% of the Outstanding
Amount of the Reset Rate Notes, less all amounts distributed to the Reset Rate
Noteholders as a payment of principal with respect to the Distribution Date,
plus any accrued and unpaid interest not paid by the Trust with respect to the
applicable Reset Date.


 


(b)                                 The
Depositor, as the initial holder of the Excess Distribution Certificate,
effective as of the Closing Date, hereby transfers all of its right title and
interest in and to the Call Option to SLM Education Credit Finance Corporation,
which upon receipt thereof will dividend all of its right, title and interest
in and to the Call Option to SLM Corporation, and in acceptance of such
transfer SLM Corporation also hereby agrees to abide by all terms and
conditions hereunder with respect to the Call Option as set forth in these
Reset Rate Note Procedures.


 


A-2-5

















 


(c)                                  SLM
Corporation may further transfer ownership of the Call Option at any time to
one of its Affiliates, provided that such permitted transferee has at no
time in the past owned, and is not obligated under either the Purchase
Agreement or the Sale Agreement to transfer, an interest in any of the Trust
Student Loans.


 


(d)                                 The
Call Option may be exercised with respect to the Reset Rate Notes at any time
on or prior to the determination of the related Spread or fixed rate or the
declaration of a Failed Remarketing, as applicable, on the related Spread
Determination Date by delivery of a Call Option Notice; provided that
the Call Option may not be exercised before the day following the last
Distribution Date immediately preceding the next applicable Reset Date.  In addition, for so long as the Reset Rate
Notes are listed on the Luxembourg Stock Exchange, the holder of the Call
Option shall cause a notice of the exercise of the Call Option to be published
in a leading newspaper having general circulation in Luxembourg (which is
expected to be The Luxemburger Wort). 
Once written notice of the exercise of the Call Option is given, such
exercise may not be rescinded.


 


(e)                                  All
amounts due and owing to the Reset Rate Noteholders shall be remitted on or
before the related Reset Date by the holder of the Call Option in accordance
with the standard procedures established by the Clearing Agencies for transfer
of securities to ensure timely payment of principal to the Reset Rate
Noteholders on the Reset Date.


 


(f)                                    In
the event that the Call Option is exercised with respect to the Reset Rate
Notes if they are then in Foreign Exchange Mode, the holder of the Call Option
shall deliver the U.S. Dollar Equivalent Principal Amount remaining after all
payments of principal are made with respect to the related Distribution Date,
and interest (if applicable) owing to the Reset Rate Noteholders to the
Remarketing Agents for delivery to the related Swap Agents for delivery to the
Swap Counterparties to the related Reset Date Currency Swap Agreements, who
shall exchange such amount into the applicable currency for delivery to the
Reset Rate Noteholders; provided, however, that if there are no
such Reset Date Currency Swap Agreements then in effect, the holder of the Call
Option shall remit all amounts due and owing to the Remarketing Agents for
delivery to the Reset Rate Noteholders in the applicable currency on or before
the Reset Date in accordance with the standard procedures established by the
related Clearing Agencies for transfer of securities to ensure timely payment
of principal to the Reset Rate Noteholders on the Reset Date.


 


(g)                                 If
the Call Option is exercised with respect to the Reset Rate Notes, (i) the
interest rate on the Reset Rate Notes will be the Call Rate, (ii) the
Reset Rate Notes will be denominated in U.S. Dollars and (iii) a Reset
Period of three months will be established. 
At the end of such three month Reset Period, the holder of the Call
Option may either remarket the Reset Rate Notes pursuant to the remarketing
procedures set forth herein and in the Remarketing Agreement, or retain the
Reset Rate Notes for one or more successive three-month Reset Periods at the
then-current Call Rate.  In the event
the holder of the Call Option chooses to remarket the Reset Rate Notes, such
holder shall be solely responsible for all costs and expenses relating to the
preparation of any new offering document and any other related costs and
expenses associated with such remarketing, other than the fees of the
Remarketing Agents, as more fully set forth in Section 3 of the Remarketing
Agreement.


 


A-2-6

















 


(h)                                 Other
than in connection with the exercise of a Call Option, neither SLM Corporation,
Sallie Mae, the Trust or any of their Affiliates shall have the ability to
purchase any Reset Rate Notes tendered to the Remarketing Agents.


 


Section 8.                                            Hold
Notice:  If the Reset Rate Notes are
denominated in U.S. Dollars during both the then-current Reset Period and the
immediately following Reset Period, the Reset Rate Noteholders will have the
option to deliver a Hold Notice to any Remarketing Agent setting forth their
desire to hold their Reset Rate Notes for the next Reset Period at a rate of
interest not less than the All Hold Rate and on the terms set forth in the
related Remarketing Terms Notice, at any time on or after the Remarketing Terms
Determination Date until the Notice Date. 
Such Hold Notice may be delivered as an oral statement to a Remarketing
Agent, if subsequently confirmed in writing within 24 hours, which confirmation
may be in the form of an e-mail if timely received by the Remarketing
Agent.  If a Reset Rate Noteholder does
not timely deliver a Hold Notice to a Remarketing Agent (such Hold Notice not
to be considered delivered until actually received by such Remarketing Agent),
that Reset Rate Noteholder will be deemed to have tendered for remarketing 100%
of the Outstanding Amount of the Reset Rate Notes.  Any duly delivered Hold Notice will be irrevocable, but will be
subject to a mandatory tender of the Reset Rate Notes pursuant to any exercise
of the Call Option.  All of the Reset
Rate Notes, whether tendered or not, will bear interest during any Reset Period
on the same terms.


 


Section 9.                                            Spread
Determination Date:  (a)  On each Spread Determination Date, unless a
Failed Remarketing has been declared or the holder of the Call Option has
delivered the Call Option Notice, the Administrator, the Trust and the
Remarketing Agents will enter into a Supplemental Remarketing Agency Agreement.


 


(b)                                 If
pursuant to the Remarketing Terms Notice, the Remarketing Agents, in consultation
with the Administrator, have determined that the Reset Rate Notes are to be
reset to bear a fixed rate of interest, then the applicable fixed rate of
interest for the corresponding Reset Period will be determined on the Spread
Determination Date by adding (i) the applicable spread as determined by
the Remarketing Agents on the Spread Determination Date and (ii) the yield
to maturity on the Spread Determination Date of the applicable fixed rate
pricing benchmark, selected by the Remarketing Agents, as having an expected
weighted average life based on a scheduled maturity at the next Reset Date,
which would be used in accordance with customary financial practice in pricing
new issues of asset-backed securities of comparable average life; provided
that such fixed rate of interest will in no event be lower than the related All
Hold Rate, if applicable.  The
Remarketing Agents shall determine the applicable fixed rate of interest for
the Reset Rate Notes (by reference to the applicable fixed rate pricing
benchmark plus or minus the spread determined on the Remarketing Terms
Determination Date) on each Spread Determination Date irrespective of whether
no remarketing will occur as the result of the application of the All Hold
Rate, if applicable.  In addition, on
the related Spread Determination Date, the Remarketing Agents, in consultation
with the Administrator, shall determine the Supplemental Interest Account
Deposit Amount, if any, for the Reset Rate Notes.


 


(c)                                  If
pursuant to the Remarketing Terms Notice, the Remarketing Agents, in
consultation with the Administrator, have determined that the Reset Rate Notes
are to be reset to bear a floating rate of interest, then, on the related
Spread Determination Date, the Remarketing Agents will establish the applicable
Spread to be added or subtracted from the applicable Index;


 


A-2-7

















 


provided
that such floating rate of interest will in no event be lower than the related
All Hold Rate, if applicable.


 


(d)                                 If
required pursuant to Section 2(c) above, on the related Reset Date the Trust
shall enter into either (i) one or more Cross-Currency Swap Agreements, if the
Reset Rate Notes are to be reset in Foreign Exchange Mode, or (ii) one or more
Interest Rate Swap Agreements if the Reset Rate Notes are to be reset in U.S.
Dollars and to bear interest at a fixed rate or at a floating rate other than
one based on LIBOR or a Commercial Paper Rate, with an Eligible Swap
Counterparty.  In addition, if the Reset
Rate Notes are to be reset in Foreign Exchange Mode, on the Reset Date the
Remarketing Agents shall cause at least one Swap Agent to enter into one or
more Reset Date Currency Swap Agreements with one or more Eligible Swap
Counterparties.


 


(e)                                  On
or immediately following the Spread Determination Date, the Remarketing Agents
will communicate in writing (including facsimile or other electronic
transmission if in accordance with each Clearing Agency’s standard procedures)
the contents of the Spread Determination Notice to each Clearing Agency (and
the Luxembourg Stock Exchange if the Reset Rate Notes are then listed on such
exchange) or the Reset Rate Noteholders if Definitive Notes have been issued,
as applicable, with instructions to distribute such notices to its related participants,
or to the Reset Rate Noteholders, as applicable, the Indenture Trustee and the
Rating Agencies.  The Spread
Determination Notice will contain: (i) the determined Spread or fixed rate of
interest, as the case may be, or, if applicable, a statement that the All Hold
Rate or the Failed Remarketing Rate will be in effect for the immediately
following Reset Period, (ii) any applicable currency exchange rate, (iii) the
identity of any selected Swap Counterparty or Counterparties, and Swap Agent or
Agents, if applicable, (iv) if applicable, the floating rate (or rates) of
interest to be due to each selected Swap Counterparty with respect to each
Distribution Date during the immediately following Reset Period and (v) any
other information that the Administrator or the Remarketing Agents deem
applicable.  Furthermore, for the Reset
Rate Notes to be reset in Foreign Exchange Mode, the currency exchange rate,
the Extension Rate due to each related Cross-Currency Swap Counterparty and the
Failed Remarketing Rate for the immediately following Reset Period will be
determined pursuant to the terms of the related Cross-Currency Swap Agreement
and contained in the Spread Determination Notice.  In addition, if required for the immediately following Reset
Period, on or before the related Spread Determination Date the Administrator
will arrange for new or additional securities identification codes to be
obtained as required.


 


Section 10.                                      Swap
Agreements:


 


(a)                                  If
the Reset Rate Notes are to be reset in Foreign Exchange Mode, on the Reset
Date, the Administrator will enter into (not in its individual capacity, but
solely as Administrator on behalf of the Trust) or will instruct the Eligible
Lender Trustee to enter into (not in its individual capacity, but solely as Eligible
Lender Trustee) one or more Cross-Currency Swap Agreements for the Reset
Period.


 


(i)                                     Each
Cross-Currency Swap Counterparty (including, without limitation, the Initial
Cross-Currency Swap Counterparty) which is party to a related Cross-Currency
Swap Agreement will be entitled to receive with respect to each Distribution
Date, (x) an interest rate of Three-Month LIBOR, plus or minus a spread, as
determined from the


 


A-2-8

















 


bidding
process described in Section 10(d) below (other than as may be interpolated for
an initial or final calculation period under that Cross-Currency Swap
Agreement), multiplied by the U.S. Dollar Equivalent Principal Amount of the
Reset Rate Notes, and multiplied by a fraction determined by the number of days
in the applicable Accrual Period and the applicable Day Count Basis, (y) all
payments of principal in U.S. Dollars that are allocated to the Reset Rate
Notes; provided that if the Reset Rate Notes bear a fixed rate of
interest, all principal payments allocated to the Reset Rate Notes on any
Distribution Date will be deposited into the Accumulation Account and paid to
the related Swap Counterparties on or about the next Reset Date as set forth in
the related Cross-Currency Swap Agreements (including all sums required to be
deposited therein on the Reset Date), but excluding all Investment Earnings
thereon.  With respect to the Initial
Cross-Currency Swap Agreement, the Initial Swap Counterparty also shall be
entitled to receive on the Closing Date, all applicable non-U.S. Dollar
currency proceeds received by the Trust from purchasers of the Reset Rate Notes
(which shall be net of any underwriting commission or discount owing to the
initial purchasers of such Notes).


 


(ii)                                  In
addition, each related Cross-Currency Swap Counterparty will be obligated to
pay to the Trust (for payment to the Reset Rate Noteholders, if
applicable):  (x) on the Closing Date
and with respect to the Initial Cross-Currency Swap Agreement only, the U.S.
Dollar Equivalent Principal Amount of the applicable non-U.S. Dollar currency
paid to such Cross-Currency Swap Counterparty by the Trust; (y) with respect to
each applicable Distribution Date, (A) their applicable percentage of the
applicable rate of interest on the Reset Rate Notes multiplied by the U.S.
Dollar Equivalent Principal Amount of the Reset Rate Notes and multiplied by a
fraction determined by the number of days in the applicable Accrual Period and
the applicable Day Count Basis, and (B) the applicable non-U.S. Dollar currency
equivalent of the U.S. Dollars such Swap Counterparty concurrently receives
from the Trust as a payment of principal allocated to the Reset Rate
Noteholders (including, on the Maturity Date for the Reset Rate Notes, if a
Cross-Currency Swap Agreement is then in effect, the remaining Outstanding
Amount of the Reset Rate Notes) but only to the extent that the required U.S.
Dollar Equivalent Principal Amount is received from the Trust on such date, at
an exchange rate to be set on the effective date of and set forth in the
related Cross-Currency Swap Agreement; and (z) on the second Business Day
following a Distribution Date that is also a Reset Date (other than for any
Reset Period following a Reset Date upon which a Failed Remarketing has
occurred, up to and including the Reset Date resulting in a successful
remarketing or an exercise of the Call Option) their applicable percentage of
interest at the interest rate from and including the Reset Date to, but
excluding, the second Business Day following such Reset Date.  For any Reset Period following a Reset Date
upon which a Failed Remarketing has occurred, up to any including the Reset
Date resulting in a successful remarketing or an exercise of the Call Option
for the Reset Rate Notes, payments of interest and principal to the Reset Rate
Noteholders will be made on the second Business Day following the Reset Date
without the payment of any additional interest.


 


(b)                                 In
addition, if the Reset Rate Notes are to be reset in Foreign Exchange Mode, on
the Reset Date, the Remarketing Agents will appoint one or more Swap Agents and
cause such Swap Agents to enter into one or more Reset Date Currency Swap
Agreements with Eligible


 


A-2-9

















 


Swap Counterparties for the
next Reset Period.  Each Reset Date
Currency Swap Agreement will share the same currency exchange rate as the
related Cross-Currency Swap Agreement.


 


(i)                                     On
the effective date of any Reset Date Currency Swap Agreement (except with
respect to the Initial Reset Date Currency Swap Agreements), (A) the
Remarketing Agents will deliver to each Swap Agent, for further delivery to the
related Swap Counterparty, its percentage of all secondary trade sale proceeds
received from purchasers of the Reset Rate Notes in the applicable non-U.S.
Dollar currency, and (B) in return, the related Swap Counterparty will deliver
to the related Swap Agent, for delivery to the Remarketing Agents, the U.S.
Dollar equivalent of such sale proceeds using the conversion rate established
on the applicable effective date.  Upon
receipt, the Remarketing Agents will then deliver such sums either (1) to the
tendering Reset Rate Noteholders, if the Reset Rate Notes were denominated in
U.S. Dollars immediately prior to such Reset Date, as payment in full of the
Outstanding Amount of the Reset Rate Notes, or (2) if the Reset Rate Notes were
in Foreign Exchange Mode immediately prior to such Reset Date, to the related
Swap Agent for the Reset Date Currency Swap Agreement in effect for the Reset
Period ending on such Reset Date for the purposes described in subparagraph
(ii) below.


 


(ii)                                  On
the Reset Date corresponding to the successful remarketing of the Reset Rate
Notes, (A) each Swap Agent for the related Reset Date Currency Swap Agreement
in effect for the Reset Period ending on such Reset Date will be obligated to
deliver to the related Swap Counterparty for the related Reset Date Currency
Swap Agreement in effect for the Reset Period ending on such Reset Date, its
percentage of all U.S. Dollar secondary trade sale proceeds received from the
Remarketing Agents that the Remarketing Agents either received directly from
the purchasers of such Reset Rate Notes (if remarketed in U.S. Dollars) or from
such Swap Agent with respect to the related Reset Date Currency Swap Agreement
commencing on such Reset Date (if remarketed in Foreign Exchange Mode, as
described in subparagraph (i) above), and (B) in return, the related Swap
Counterparty for the related Reset Date Currency Swap Agreement in effect for
the Reset Period ending on such Reset Date will deliver to the related Swap
Agent for the related Reset Date Currency Swap Agreement in effect for the
Reset Period ending on such Reset Date, for delivery to the Remarketing Agents,
the non-U.S. Dollar currency equivalent of such secondary trade sale proceeds,
using the exchange rate set forth in such Reset Date Currency Swap Agreement
(or in the case of the Initial Reset Date Currency Swap Agreement, the Closing
Date).  The Remarketing Agents will then
deliver such non-U.S. Dollar currency amounts to the tendering Reset Rate
Noteholders, as payment in full of the Outstanding Amount of their Reset Rate
Notes, and the Reset Date Currency Swap Agreement effective during the previous
Reset Period will terminate in accordance with its terms.


 


(c)                                  If
the Reset Rate Notes are to be reset in U.S. Dollars, and a Swap Agreement is
required pursuant to Sections 2(c) and 9(d) above, then the Administrator
will enter into (not in its individual capacity, but solely as Administrator on
behalf of the Trust) or will instruct the Eligible Lender Trustee to enter into
(not in its individual capacity, but solely as Eligible Lender Trustee), one or
more Interest Rate Swap Agreements for the next Reset Period to facilitate the
Trust’s ability to pay applicable interest at the related interest rate.


 


A-2-10

















 


(i)                                     Each
Swap Counterparty which is party to a related Interest Rate Swap Agreement will
be entitled to receive on each Distribution Date an interest rate of
Three-Month LIBOR, plus or minus a spread, as determined from the bidding
process described in Section 10(d) below, multiplied by the Outstanding Amount
of the Reset Rate Notes and multiplied by a fraction determined by the number
of days in the applicable Accrual Period and the applicable Day Count Basis.


 


(ii)                                  In
addition, each related Swap Counterparty which is a party to a related Interest
Rate Swap Agreement will be obligated to pay to the Trust on each Distribution
Date, the applicable rate of interest on the Reset Rate Notes multiplied by the
Outstanding Amount of the Reset Rate Notes and multiplied by a fraction
determined by the number of days in the applicable Accrual Period and the
applicable Day Count Basis.


 


(d)                                 Other
than with respect to the Initial Swap Agreements, the Remarketing Agents, in
consultation with the Administrator, in determining the Swap Counterparty to
each required Swap Agreement, will solicit bids from at least three Eligible
Swap Counterparties and will select the lowest of these bids to provide the
interest rate swap and/or currency exchange swap(s).  If the lowest bidder specifies a notional amount that is less
than the Outstanding Amount of the Reset Rate Notes, the Remarketing Agents, in
consultation with the Administrator, may select more than one Eligible Swap
Counterparty, but only to the extent that such additional Eligible Swap
Counterparties have provided the next lowest received bid or bids, and enter
into more than one Swap Agreement that result in the Rating Agency Condition
being satisfied.  On or before the
Spread Determination Date, the Remarketing Agents, in consultation with the
Administrator, will select the Swap Counterparty or Counterparties and any
related Swap Agents and will cause any such Swap Agent or Swap Agents to enter
into the required Swap Agreements on the Reset Date for the upcoming Reset
Period.


 


(e)                                  Other
than with respect to the Initial Swap Agreements, it is a condition precedent
to the entering into of any Swap Agreement and the setting of the amount to be
paid to the related Swap Counterparty that the Rating Agency Condition is
satisfied.  No Swap Agreement will be
entered into or caused to be entered into by the Trust, the Administrator on
its behalf, the Remarketing Agents or a Swap Agent on their behalf, for any
Reset Period where either the Call Option has been exercised or a Failed
Remarketing has been declared.


 


(f)                                    Each
Cross-Currency Swap Agreement and each Reset Date Currency Swap Agreement will
terminate at the earliest to occur of (i) the next succeeding Reset Date
for which there is a successful remarketing, (ii) the Reset Date for which the
Call Option is exercised, (iii) the Distribution Date on which the
Outstanding Amount of the Reset Rate Notes are reduced to zero (including as
the result of the optional purchase of the remaining Trust Student Loans by the
Servicer or an auction of the Trust Student Loans by the Indenture Trustee) or
(iv) the Maturity Date of the Reset Rate Notes.  No Cross-Currency Swap Agreement or Reset Date Currency Swap
Agreement will terminate solely due to the declaration of a Failed
Remarketing.  Each Interest Rate Swap
Agreement will terminate on the earliest to occur of the next Reset Date, or
the occurrence of an event specified in clause (ii), (iii) or (iv) above.


 


(g)                                 With
respect to each Cross-Currency Swap Agreement, and in the event that a Failed
Remarketing is declared, the rate of interest due to each related
Cross-Currency Swap


 


A-2-11

















 


Counterparty from the Trust on
each Distribution Date will be increased to the Extension Rate and the rate due
to the Trust from each related Cross-Currency Swap Counterparty will change to
equal the Failed Remarketing Rate.


 


Section 11.                                      Accumulation
Account; Supplemental Interest Account: 
(a)  If, on any Distribution
Date, principal would be payable to the Reset Rate Notes which are then bearing
interest at a fixed rate (including without limitation during the initial Reset
Period), that principal (subject to sufficient Available Funds therefor) will
be allocated to the Reset Rate Notes and deposited into the Accumulation
Account, where it will remain until the next Reset Date (except that if the
Reset Rate Notes are in Foreign Exchange Mode, principal will be paid according
to the provisions of Sections 10(a)(i) and (a)(ii) above), unless an Event of
Default under the Indenture or a sale of the Trust Estate pursuant to Section
6.1 of the Administration Agreement has occurred (in which case the Indenture
Trustee will distribute all sums on deposit therein (exclusive of Investment
Earnings) to the Reset Rate Noteholders in accordance with the provisions of
Section 5.4(b) of the Indenture or Section 6.1 of the Administration Agreement,
as applicable).


 


(b)                                 On
each Reset Date, if the Reset Rate Notes bore interest at a fixed rate during
the preceding Reset Period (including without limitation, on the Initial Reset
Date), all sums, if any, then on deposit in the Accumulation Account, including
any allocation of principal made on the same date, but less any Investment
Earnings, will be distributed by the Indenture Trustee, at the direction of the
Administrator, as set forth in Section 2.8 of the Administration Agreement, (x)
to the holders of the Reset Rate Notes, as of the Record Date, or (y) if the
Reset Rate Notes are in Foreign Exchange Mode (including during the initial
Reset Period), to the related Cross-Currency Swap Counterparty or
Counterparties for the benefit of such Reset Rate Noteholders as of the Record
Date pursuant to the provisions of Section 10(a)(i) and (a)(ii) above, in
reduction of principal of the Reset Rate Notes; provided, that, in the event on
any Distribution Date the amount on deposit in the Accumulation Account
(excluding any Investment Earnings) would equal the Outstanding Amount of the
Reset Rate Notes, no additional amounts will be deposited into the Accumulation
Account and all amounts therein, less any Investment Earnings, will be
distributed by the Indenture Trustee, at the direction of the Administrator, as
set forth in Section 2.8 of the Administration Agreement, on the next Reset
Date to the Reset Rate Noteholders or the related Cross-Currency Swap
Counterparty or Counterparties (as applicable), and on such Reset Date the
Reset Rate Notes will no longer be Outstanding.  Amounts on deposit in an Accumulation Account (exclusive of
Investment Earnings) may be used only to pay principal on the Reset Rate Notes
(or to the related Cross-Currency Swap Counterparty or Counterparties) and for
no other purpose.  On each Distribution
Date, all Investment Earnings on deposit in the Accumulation Account will be
withdrawn by the Indenture Trustee, at the direction of the Administrator and
deposited into the Collection Account.


 


(c)                                  The
Indenture Trustee, subject to sufficient available funds therefor, at the
direction of the Administrator and pursuant to Section 2.10(d)(ii) of the
Administration Agreement, will deposit into the Supplemental Interest Account,
the related Supplemental Interest Account Deposit Amount.  On each Distribution Date, all sums (which
shall include Investment Earnings) on deposit in the Supplemental Interest
Account will be withdrawn by the Indenture Trustee, at the direction of the
Administrator, as set forth in Section 2.10(d)(iii) of the Administration
Agreement, and deposited into the Collection Account.


 


A-2-12

















 


Section 12.                                      Remarketing
Agents; Swap Agent; Remarketing Fee Account: (a) The initial Remarketing
Agents, appointed pursuant to the terms of the Remarketing Agreement, are J.P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated.  The terms and conditions of the Remarketing
Agreement will govern the duties and obligations of the Remarketing Agents and
each Swap Agent.  The Administrator, the
Trust and the Remarketing Agents will enter into on each (A) Remarketing Terms
Determination Date, a Remarketing Agency Agreement, in form and substance
substantially the same as Appendix B to the Remarketing Agreement, unless (i) a
Failed Remarketing is declared, or (ii) the holder of the Call Option has
delivered the Call Option Notice on or prior to such date; and (B) Spread
Determination Date, a Supplemental Remarketing Agency Agreement, in form and
substance substantially the same as Appendix C to the Remarketing Agreement,
unless (i) a Failed Remarketing is declared, (ii) the holder of the Call Option
has delivered the Call Option Notice on or prior to such date, or (iii) if
applicable, 100% of the Reset Rate Noteholders have timely delivered a Hold
Notice and the All Hold Rate will apply for the next Reset Period.


 


(b)                                 If
the Reset Rate Notes are in Foreign Exchange Mode or will be reset into Foreign
Exchange Mode, then pursuant to Section 13 of the Remarketing Agreement, the
Remarketing Agents shall appoint one or more Swap Agents to act as agent for
the Remarketing Agent and for the benefit of the Reset Rate Noteholders, and
instruct each Swap Agent to enter into a Reset Date Currency Swap
Agreement.  The initial Swap Agent,
appointed by the Remarketing Agents pursuant to the Remarketing Agreement, is
The Royal Bank of Scotland plc.  The
initial Swap Agent shall be entitled to receive their the Remarketing Agents’
Upfront Fee paid to the Remarketing Agents pursuant to Section 3(c) of the
Remarketing Agreement.  The duties and
obligations of each Swap Agent are set forth in the Remarketing Agreement.


 


(c)                                  Excluding
all Reset Rate Notes for which a Remarketing Agent has received a timely delivered
Hold Notice, if applicable (or if the holder of the Call Option has delivered
the related Call Option Notice), on the Reset Date that commences each Reset
Period, each Reset Rate Note will be automatically tendered, or deemed
tendered, to the relevant Remarketing Agent for remarketing by such Remarketing
Agent on the Reset Date at 100% of its Outstanding Amount.  If the Reset Rate Notes are held in
book-entry form, 100% of the Outstanding Amount of such Reset Rate Notes will
be paid by the Remarketing Agents in accordance with the standard procedures of
the applicable Clearing Agencies.


 


(d)                                 The
Remarketing Agents will attempt, on a reasonable efforts basis and in
accordance with the terms and conditions of the Remarketing Agreement and the
related Remarketing Agency Agreement, to remarket the tendered Reset Rate Notes
at a price equal to 100% of the Outstanding Amount of the Reset Rate Notes so
tendered.


 


(e)                                  Purchasers
of the Reset Rate Notes will be credited with their positions on the Reset Date
with respect to positions held through DTC or on the next Business Day with
respect to positions held through the European Clearing Systems.  No payment delay to existing Reset Rate
Noteholders holding U.S. Dollar-denominated Reset Rate Notes through DTC will
occur on the Reset Date for such Reset Rate Notes denominated in U.S. Dollars
during the immediately following Reset Period.


 


A-2-13

















 


(f)                                    Each
of the Remarketing Agents, in its individual or any other capacity, may buy,
sell, hold and deal in the Reset Rate Notes, including, but not limited to,
purchasing any tendered Reset Rate Notes as part of the remarketing
process.  Any Remarketing Agent that
owns a Reset Rate Note may exercise any vote or join in any action which any
beneficial owner of the Reset Rate Notes may be entitled to exercise or take
with like effect as if it did not act in any capacity under the Remarketing
Agreement or Remarketing Agency Agreement. 
Any Remarketing Agent, in its individual capacity, either as principal
or agent, may also engage in or have an interest in any financial or other
transaction with the Trust, the Depositor, the Servicer, the Indenture Trustee
(in its individual capacity), the Eligible Lender Trustee (in its individual
capacity) or the Administrator as freely as if it did not act in any capacity
under the Remarketing Agreement or any Remarketing Agency Agreement.  No Reset Rate Noteholder or beneficial owner
of any Reset Rate Note will have any rights or claims against any Remarketing
Agent as a result of such Remarketing Agent’s not purchasing any tendered Reset
Rate Note, which results in the declaration of a Failed Remarketing.


 


(g)                                 Each
of the Remarketing Agents will be entitled to receive a fee in connection with
their services rendered for each successful remarketing of the Reset Rate Notes
in the amount set forth in the Remarketing Agreement and the related
Remarketing Agency Agreement.  Subject
to the terms and conditions set forth in the Remarketing Agreement, the
Administrator, in its sole discretion, may change the Remarketing Agents for
the Reset Rate Notes for any Reset Period at any time on or before the related
Remarketing Terms Determination Date. 
In addition, the Administrator will appoint one or more additional
Remarketing Agents, if necessary, for a Reset Date when the Reset Rate Notes
will be remarketed in a non-U.S. Dollar currency.  Furthermore, a Remarketing Agent may resign at any time; provided
that no resignation may become effective on a date that is later than 15
Business Days prior to a Remarketing Terms Determination Date.


 


(h)                                 In
accordance with Section 2.3(i) of the Administration Agreement, on the Closing
Date, the Trust will establish the Remarketing Fee Account as an asset of the
Trust in the name of the Indenture Trustee, for the benefit of the Remarketing
Agents and the Reset Rate Noteholders. 
The fees associated with each successful remarketing will be payable
directly to the Remarketing Agents from amounts on deposit from time to time in
the Remarketing Fee Account.  On each
applicable Distribution Date, Available Funds will be deposited into the
Remarketing Fee Account, in the priority set forth in Section 2.8(c) of the
Administration Agreement, in an amount up to the Quarterly Funding Amount;
provided, that if the amount on deposit in the Remarketing Fee Account, after
the payment of any remarketing fees therefrom, exceeds the sum of the Reset
Period Target Amount for all Reset Rate Notes, such excess will be withdrawn on
the related Distribution Date, deposited into the Collection Account and
included in Available Funds for that Distribution Date.  All Investments Earnings on deposit in the
Remarketing Fee Account will be withdrawn on the next Distribution Date,
deposited into the Collection Account and included in Available Funds for that
Distribution Date.  In the event that
the fees owed to any Remarketing Agent on a Reset Date exceeds the amount then
on deposit in the Remarketing Fee Account, such shortfall shall be paid from
Available Funds on future Distribution Dates in the priority set forth in
Section 2.8(n) of the Administration Agreement.  The Trust shall also be responsible for certain remarketing costs
and expenses to the extent set forth in Section 3 of the Remarketing Agreement,
which shall be paid on each Distribution Date,


 


A-2-14

















 


to the extent of Available
Funds, at the priority set forth in Section 2.8(o) of the Administration
Agreement.


 


Section 13.                                      Eligible
Lender Trustee:  The Eligible Lender
Trustee is hereby authorized and directed to execute and deliver, not in its
individual capacity, but solely as Eligible Lender Trustee on behalf of the
Trust, the Remarketing Agreement, any Swap Agreements, and all Remarketing
Agency Agreements and Supplemental Remarketing Agency Agreements as the
Administrator, in writing and from time to time, shall instruct the Eligible
Lender Trustee to execute.  The Eligible
Lender Trustee shall not be liable to any party, any third party or any
Noteholder for any such actions taken at the written instruction of the
Administrator.  Notwithstanding the
foregoing, in the event that the Eligible Lender Trustee declines or fails to
execute or deliver any such document, instrument, certificate or agreement as
instructed by the Administrator, the Administrator is hereby authorized, in its
sole discretion, to execute and deliver, not in its individual capacity but
solely as Administrator on behalf of the Trust, all such required documents,
instruments, certificates and agreements. 
The foregoing authorization shall represent a limited power of attorney
granted by the Trust to the Administrator to act on its behalf, and the
Administrator shall not be liable to any party, any third party or any Noteholder
for any such actions taken in good faith and in accordance with these Reset
Rate Note Procedures.


 


A-2-15

















 


APPENDIX A-3


 


TRANSFER RESTRICTIONS
FOR 

THE RESET RATE NOTES


 


1.                                                               Except
as otherwise specified herein or as the context may otherwise require,
capitalized terms used but not otherwise defined in this Appendix A-3 (this
“Appendix”) are defined in Appendix A-1, which also contains rules as to usage
that shall be applicable herein.


 


2.                                                               The
Indenture Trustee, as Note Registrar, shall provide for the registration of the
Reset Rate Notes and of Transfers and exchanges of the Reset Rate Notes
pursuant to Section 2.4 of the Indenture.


 


3.                                                               The
Reset Rate Notes will be initially represented by registered notes of such
class in global form and shall be issued in the manner set forth in Sections
2.1, 2.2 and 2.10 of the Indenture.  The
global notes may be reissued and represented by Reset Rate Notes of such class
in definitive form pursuant to Section 2.12 of the Indenture.


 


4.                                                               Any
Transfer made in violation of Section 2.1 of the Indenture of Reset Rate Notes
that represent a beneficial interest in a U.S. Rule 144A Global Note
Certificate (as defined in Section 2.1 of the Indenture) such that the
beneficial interest is then held in either of the related Non-U.S. Global Note
Certificates (as defined in Section 2.1 of the Indenture), or vice versa (other
than on a Reset Date where such class is being reset from being denominated in
U.S. Dollars to Foreign Exchange Mode, or vice versa), shall be null and void
and of no effect.


 


5.                                                               Each
purchaser of the Reset Rate Notes that represent a beneficial interest in a
Global Note Certificate will be deemed to have represented and agreed, and each
purchaser of a Definitive Note will be required to certify in writing, that:


 


(i)                                     (A)
the purchaser is a QIB and is acquiring such Reset Rate Notes for its own
account or as a fiduciary or agent for others (which others also must be QIBs),
for investment purposes and not for distribution in violation of the Act, and
it is able to bear the economic risk of an investment in the Reset Rate Notes
and has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of purchasing the Reset Rate
Notes or (B) the purchaser is a non-U.S. Person (as defined in
Regulation S) outside the United States of America, acquiring the Reset
Rate Notes pursuant to an exemption from registration in accordance with
Rule 903 or Rule 904 of Regulation S;


 


(ii)                                  the
purchaser understands that the Reset Rate Notes are being offered only in a
transaction that does not require registration under the Act and, if such
purchaser decides to resell or otherwise Transfer such Reset Rate Notes, then
it agrees that it will resell or Transfer such Reset Rate Notes only
(A) so long as such Reset Rate Notes are eligible for resale pursuant to
Rule 144A, to a person whom the seller reasonably believes is a QIB acquiring
the Reset Rate Notes for its own account or as a fiduciary or agent for others
(which others must also be QIBs) to whom


 


A-3-1

















 


notice is
given that the resale or other Transfer is being made in reliance on Rule 144A,
(B) pursuant to an effective registration statement under the Act,
(C) pursuant to an exemption from registration available under the Act
other than Rule 144A, or (D) to a purchaser who is a non-U.S. Person (as
defined in Regulation S) outside the United States of America, acquiring
the Reset Rate Notes pursuant to an exemption from registration under the Act
in accordance with Rule 903 or Rule 904 of Regulation S, in each case in
accordance with any applicable United States state securities or “blue sky”
laws or any securities laws of any other jurisdiction;


 


(iii)                               unless
the relevant legend set out below has been removed from the Reset Rate Notes
such purchaser shall notify each transferee of the Reset Rate Notes that (A)
such Reset Rate Notes have not been registered under the Act, (B) the holder of
such Reset Rate Notes is subject to the restrictions on the resale or other
Transfer thereof described in paragraph (ii) above, (C) such transferee shall
be deemed to have represented (1) as to its status as a QIB or a purchaser
acquiring the Reset Rate Notes in an offshore transaction pursuant to the
requirements of Regulation S, as the case may be, (2) if such transferee is a
QIB, that such transferee is acquiring the Reset Rate Notes for its own account
or as a fiduciary or agent for others (which others also must be QIBs) (or that
such transferee is acquiring such Reset Rate Notes in reliance on an exemption
under the Act other than Rule 144A or pursuant to an effective registration
statement under the Act), (3) if such transferee is a non-U.S. Person (as
defined in Regulation S) outside the United States of America, that such
transferee is acquiring the Reset Rate Notes pursuant to an exemption from
registration under the Act in accordance with the requirements of Rule 903 or
Rule 904 of Regulation S, (4) that such transferee is not an underwriter within
the meaning of Section 2(11) of the Act, and (5) that such transferee
shall be deemed to have agreed to notify its subsequent transferees as to the
foregoing;


 


(iv)                              the
acquisition or purchase by an employee benefit plan or other retirement
arrangements (“Plan”) of a Reset Rate Note will not constitute or otherwise
result in:  (A) in the case of a
Plan subject to Section 406 of Employee Retirement Income Security Act of 1974,
as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as
amended (“Code”), a non-exempt prohibited transaction in violation of Section
406 of ERISA or Section 4975 of the Code which is not covered by a class or
other applicable exemption and (B) in the case of a Plan subject to a
substantially similar federal, state, local or foreign law (“Similar Law”), a
non-exempt violation of such substantially Similar Law.


 


6.                                       (A) By
acceptance of a Reset Rate Note, whether upon original issuance or subsequent
Transfer, each Reset Rate Noteholder or Note Owner, as applicable, of such
Reset Rate Note (or a beneficial interest therein) offered and sold only to a
QIB in reliance on Rule 144A, acknowledges or is deemed to acknowledge, as the
case may be, the restrictions on the Transfer of such Reset Rate Notes and that
the following securities legend (the “Rule 144A Securities Legend”) shall be
affixed to each U.S. Rule 144A Global Note Certificate (as defined in


 


A-3-2

















 


Section 2.1 of the Indenture), Non-U.S.
Rule 144A Global Note Certificate (as defined in Section 2.1 of the
Indenture) and each Definitive Note representing an interest in either
certificate (collectively, the “Rule 144A Certificates”) unless determined otherwise
in accordance with applicable law:


 


THIS NOTE HAS
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), ANY UNITED STATES STATE SECURITIES OR
“BLUE SKY” LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, AS A
MATTER OF U.S. LAW, MAY NOT BE OFFERED OR SOLD IN VIOLATION OF THE SECURITIES
ACT OR SUCH OTHER LAWS.  THIS NOTE MAY
BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF NOT LESS THAN $250,000, £100,000,
€100,000 OR THE APPLICABLE CURRENCY EQUIVALENT OF $250,000, DEPENDING ON ITS
CURRENCY OF DENOMINATION.  THE HOLDER
HEREOF, BY PURCHASING OR ACCEPTING THIS NOTE IS HEREBY DEEMED TO HAVE AGREED
FOR THE BENEFIT OF THE TRUST AND THE INITIAL PURCHASERS THAT IT WILL RESELL,
PLEDGE OR OTHERWISE TRANSFER THIS NOTE, AS A MATTER OF U.S. LAW, ONLY (A) (1)
SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE, PURSUANT TO RULE 144A PROMULGATED
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A (A
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS ACQUIRING THIS NOTE FOR ITS OWN
ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE
QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OTHER THAN RULE 144A, (3) TO A
PERSON WHO IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S PROMULGATED UNDER
THE SECURITIES ACT) OUTSIDE THE UNITED STATES OF AMERICA ACQUIRING THIS NOTE IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S PROMULGATED UNDER THE
SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY UNITED STATES STATE
SECURITIES OR “BLUE SKY” LAWS OR ANY SECURITIES LAWS OF ANY OTHER
JURISDICTION.  UPON ACQUISITION OR
TRANSFER OF A CLASS A-7 NOTE OR A BENEFICIAL INTEREST IN A CLASS A-7 NOTE, AS
THE CASE MAY BE, BY, FOR OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT (A “PLAN”), SUCH CLASS A-7 NOTE OWNER SHALL BE
DEEMED TO HAVE REPRESENTED THAT SUCH ACQUISITION OR PURCHASE WILL NOT
CONSTITUTE OR OTHERWISE RESULT IN:  (I)
IN THE CASE OF A PLAN SUBJECT TO SECTION 406 OF EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF


 


A-3-3

















 


THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), A NON-EXEMPT PROHIBITED
TRANSACTION IN VIOLATION OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
WHICH IS NOT COVERED BY A CLASS OR OTHER APPLICABLE EXEMPTION AND (II) IN THE
CASE OF A PLAN SUBJECT TO A SUBSTANTIALLY SIMILAR FEDERAL, STATE, LOCAL OR
FOREIGN LAW (“SIMILAR LAW”), A NON-EXEMPT VIOLATION OF SUCH SUBSTANTIALLY
SIMILAR LAW.  ANY TRANSFER FOUND TO HAVE
BEEN MADE IN VIOLATION OF SUCH DEEMED REPRESENTATION SHALL BE NULL AND VOID AND
OF NO EFFECT.


 


THIS NOTE AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES UNDERTAKEN OR
REPRESENTED BY THE HOLDER, FOR RESALES AND OTHER TRANSFERS OF THIS NOTE, TO
REFLECT ANY CHANGE IN APPLICABLE LAWS OR REGULATIONS (OR THE INTERPRETATION
THEREOF) OR IN PRACTICES RELATING TO RESALES OR OTHER TRANSFERS OF RESTRICTED
SECURITIES GENERALLY.  THE HOLDER OF
THIS NOTE AND ANY BENEFICIAL OWNER OF ANY INTEREST THEREIN SHALL BE DEEMED, BY
ITS ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR
SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON THE HOLDER HEREOF
AND ALL FUTURE HOLDERS OF THIS NOTE AND ANY CLASS A-7 NOTES ISSUED IN EXCHANGE
OR SUBSTITUTION HEREFOR, WHETHER OR NOT ANY NOTATION THEREOF IS MADE HEREON)
AND AGREES TO TRANSFER THIS NOTE ONLY IN ACCORDANCE WITH ANY SUCH AMENDMENT OR
SUPPLEMENT IN ACCORDANCE WITH APPLICABLE LAW IN EFFECT AT THE DATE OF SUCH
TRANSFER.


 


(B) Each Reset Rate Noteholder
or Note Owner, as applicable, of the Reset Rate Notes (or a beneficial interest
therein) offered and sold only to a non-U.S. Person (as defined in Regulation
S) outside the United States of America in reliance on Regulation S
acknowledges or is deemed to acknowledge, as the case may be, the restrictions
on the Transfer of such Reset Rate Notes and that the following securities
legend (the “Regulation S Securities Legend” and with the Rule 144A Securities
Legend, the “Securities Legends” and each a “Securities Legend”) shall be
affixed to each Regulation S Global Note Certificate (as defined in Section 2.1
of the Indenture) and each Definitive Note representing an interest in such
certificate (collectively, the “Regulation S Certificates”) unless determined
otherwise in accordance with applicable law:


 


THIS NOTE HAS
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), ANY UNITED STATES STATE SECURITIES OR “BLUE
SKY” LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, AS A MATTER OF
U.S. LAW, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT
OF THE


 


A-3-4

















 


OFFERING OF
THE CLASS A-7 NOTES AND THE CLOSING OF THE OFFERING OF THE CLASS A-7 NOTES MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OF
AMERICA OR TO A U.S. PERSON (AS DEFINED IN REGULATION S PROMULGATED UNDER THE
SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY UNITED STATES STATE SECURITIES OR “BLUE SKY”
LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION.  THIS NOTE MAY BE TRANSFERRED ONLY IN MINIMUM
DENOMINATIONS OF NOT LESS THAN $250,000, £100,000, €100,000 OR THE APPLICABLE
CURRENCY EQUIVALENT OF $250,000, DEPENDING ON ITS CURRENCY OF DENOMINATION.


 


UPON
ACQUISITION OR TRANSFER OF A CLASS A-7 NOTE OR A BENEFICIAL INTEREST IN A CLASS
A-7 NOTE, AS THE CASE MAY BE, BY, FOR OR WITH THE ASSETS OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A “PLAN”), SUCH CLASS A-7 NOTE
OWNER SHALL BE DEEMED TO HAVE REPRESENTED THAT SUCH ACQUISITION OR PURCHASE
WILL NOT CONSTITUTE OR OTHERWISE RESULT IN: 
(I) IN THE CASE OF A PLAN SUBJECT TO SECTION 406 OF EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), A NON-EXEMPT PROHIBITED
TRANSACTION IN VIOLATION OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
WHICH IS NOT COVERED BY A CLASS OR OTHER APPLICABLE EXEMPTION AND (II) IN THE
CASE OF A PLAN SUBJECT TO A SUBSTANTIALLY SIMILAR FEDERAL, STATE, LOCAL OR
FOREIGN LAW (“SIMILAR LAW”), A NON-EXEMPT VIOLATION OF SUCH SUBSTANTIALLY
SIMILAR LAW.  ANY TRANSFER FOUND TO HAVE
BEEN MADE IN VIOLATION OF SUCH DEEMED REPRESENTATION SHALL BE NULL AND VOID AND
OF NO EFFECT.


 


Upon the
Transfer, exchange or replacement of a Rule 144A Certificate or a Regulation S
Certificate bearing the applicable legends set forth above, or upon specific
request for removal of the legends, the Trust or the Registrar will deliver
only replacement Rule 144A Certificates or Regulation S Certificates, as the
case may be, that bear such applicable legends, or will refuse to remove such
applicable legends, unless there is delivered to the Trust and the Registrar
such satisfactory evidence (which may include a legal opinion) as may
reasonably be required by the Trust and the Indenture Trustee that neither the
applicable legends nor the restrictions on Transfer set forth therein are
required to ensure compliance with the provisions of the Act.


 


Whenever a
Global Note Certificate is to be exchanged for Definitive Notes, such
Definitive Notes will be issued within five business days of delivery to the
Registrar of the


 


A-3-5

















 


information and any required
certification described in the preceding paragraph against the surrender of the
relevant Global Note Certificate at the specified office of the Registrar.  Such exchange shall be effected in
accordance with the regulations concerning the Transfer and registration from
time to time relating to the Reset Rate Notes and shall be effected without
charge, but against such indemnity as the Registrar may require in respect of
any tax or other duty of whatsoever nature which may be levied or imposed in
connection with such exchange.


 


Each Reset
Rate Noteholder or Note Owner, as applicable, of such Reset Rate Note, by its
acceptance of a Reset Rate Note or a beneficial interest therein, respectively,
also agrees that it will Transfer such Reset Rate Note or beneficial interest
therein, as the case may be, only as provided herein and in accordance with the
Indenture.  In addition, by acceptance of
any Reset Rate Note or beneficial interest therein, as applicable, each
proposed transferee thereof is hereby deemed to have agreed with the conditions
set forth in the applicable Securities Legend and agreed, by virtue of its
acceptance of such Reset Rate Note or beneficial interest therein, as the case
may be, to indemnify the Administrator, the Depositor, the Servicer, the
Indenture Trustee the Eligible Lender Trustee, the Remarketing Agents (in the
event such Transfer is made pursuant to a successful remarketing on a Reset
Date) and the Issuer against any and all liability that may result if such
Transfer is not made in a manner consistent with the restrictions set forth in
the Securities Legend.  In addition to
any applicable restrictions in the Indenture, with respect to the Transfer and
registration of Transfer of any Reset Rate Note registered in the name of a
Reset Rate Noteholder other than DTC or its nominee, or Euroclear or
Clearstream, Luxembourg or their joint nominee, as the case may be, to a
transferee that takes delivery in the form of a Definitive Note, in a
transaction other than pursuant to an effective registration statement under
the Act, the Indenture Trustee shall register the Transfer of such Definitive
Note if (i) (A) the requested Transfer is being made to a transferee who
has provided the Indenture Trustee and the Administrator with a Rule 144A
and Related Matters Certificate, substantially in the form attached as
Annex 1 hereto, (B) such transferee has provided comparable evidence
as to its QIB status, (C) such Transfer is being made in compliance with
Regulation S and such transferee has provided the Indenture Trustee and the
Administrator with a Regulation S and Related Matters Certificate,
substantially in the form attached as Annex 1 hereto, or (D) such Transfer
is being made in reliance on an exemption from registration under the Act other
than Rule 144A or Regulation S and that such transferor has provided the
Indenture Trustee and the Administrator with reasonably acceptable evidence
thereof, and (ii) the applicable transferor has provided the Indenture Trustee
and the Administrator with a Transferor Letter, substantially in the form of
Annex 2 hereto.


 


6.                                       The Reset Rate
Notes will be issued only in minimum denominations of $250,000, or the
applicable currency equivalent of $250,000, €100,000, £100,000 or the
applicable currency equivalent of $250,000, depending on their currency of
denomination, and integral multiples of $1, €1, £1 or the applicable currency
equivalent of $1, depending on their currency of denomination, in excess
thereof.  The Reset Rate Notes are
exchangeable at any time into an equal aggregate principal amount of Reset Rate
Notes of the same class of different authorized denominations pursuant to
Section 2.4 of the Indenture.


 


7.                                       Reset Rate Notes
may be presented or surrendered pursuant to Section 2.4 of the Indenture.


 


A-3-6

















 


8.                                       No service
charge shall be made to a Noteholder for any registration of Transfer or
exchange of Reset Rate Notes, but the Indenture Trustee may require payment of
a sum sufficient to cover any tax or other governmental charge pursuant to
Section 2.4 of the Indenture.


 


9.                                       The Indenture
Trustee shall cancel all Reset Rate Notes surrendered for Transfer or exchange
pursuant to Section 2.8 of the Indenture.


 


10.                                 For so long as the
Reset Rate Notes are “restricted securities” within the meaning of Rule
144(a)(3) of the Act, (1) the Administrator will provide or cause to be
provided to any holder of such Reset Rate Notes and any prospective purchaser
thereof designated by such a holder, upon the request of such holder or
prospective purchaser, the information required to be provided to such holder
or prospective purchaser by Rule 144A(d)(4) under the Act; and (2) the
Administrator shall update such information from time to time in order to
prevent such information from becoming false and misleading and will take such
other actions as are necessary to ensure that the safe harbor exemption from
the registration requirements of the Act under Rule 144A is and will be
available for resales of such Reset Rate Notes conducted in accordance with
Rule 144A.


 


A-3-7

















 


ANNEX 1 TO 

APPENDIX A-3


 


FORM OF RULE 144A AND
RELATED MATTERS CERTIFICATE


 


[Date]


 


[SELLER]


 


The Bank of New York, as
Indenture Trustee 

2 North LaSalle, Suite 1020

Chicago, Illinois 60602


 


Sallie Mae, Inc., as
Administrator

11600 Sallie Mae Drive

Reston, Virginia 20193


 


Re:                                                       SLM
Student Loan Trust 2003-14, Student Loan-Backed, 

Class A-7 Reset Rate Notes (the “Reset Rate Notes”)


 


 


Dear Sirs:


 


In connection
with our purchase of the Reset Rate Notes of the above-referenced series, the
undersigned certifies to each of the parties to whom this letter is addressed
that it is a qualified institutional buyer (as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Act”)) as follows:


 


(A)                              It
owned and/or invested on a discretionary basis eligible securities (excluding
affiliate’s securities, bank deposit notes and CD’s, loan participations,
repurchase agreements, securities owned but subject to a repurchase agreement
and swaps), as described below:


 


Date:
                              ,
20     (must be on or after the close of its most recent
fiscal year)


 


Amount:
$                   
               ;
and


 


(B)                                The
dollar amount set forth above is: 


 


1.                                                               greater
than $100 million and the undersigned is one of the following entities:


 


an insurance
company as defined in Section 2(13) of the Act; or


 


an investment
company registered under the Investment Company Act or any business development
company as defined in Section 2(a)(48) of the Investment Company Act


 


A-3-8

















 


of 1940; or


 


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; or


 


a plan (i)
established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, the laws of
which permit the purchase of securities of this type, for the benefit of its
employees and (ii) the governing investment guidelines of which permit the
purchase of securities of this type; or


 


a business
development company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940; or


 


a corporation
(other than a U.S. bank, savings and loan association or equivalent foreign
institution), partnership, Massachusetts or similar business trust, or an
organization described in Section 501(c)(3) of the Internal Revenue Code; or


 


a U.S. bank,
savings and loan association or equivalent foreign institution, which has an
audited net worth of at least $25 million as demonstrated in its latest annual
financial statements; or


 


an investment
adviser registered under the Investment Advisers Act; or


 


2.                                                               greater
than $10 million, and the undersigned is a broker-dealer registered with the
SEC; or


 


3.                                                               less
than $10 million, and the undersigned is a broker-dealer registered with the
SEC and will only purchase Rule 144A securities in transactions in which it
acts as a riskless principal (as defined in Rule 144A); or


 


4.                                                               less
than $100 million, and the undersigned is an investment company registered
under the Investment Company Act of 1940, which, together with one or more
registered investment companies having the same or an affiliated investment
adviser, owns at least $100 million of eligible securities; or


 


5.                                                               less
than $100 million, and the undersigned is an entity, all the equity owners of
which are qualified institutional buyers.


 


A-3-9

















 


The
undersigned further certifies that it is purchasing the Reset Rate Notes for
its own account or for the account of others that independently qualify as
“Qualified Institutional Buyers” as defined in Rule 144A (a “QIB”). It is aware
that the sale of the Reset Rate Notes is being made in reliance on its
continued compliance with Rule 144A. It is aware that the transferor may rely
on the exemption from the provisions of Section 5 of the Act provided by Rule
144A. The undersigned understands that the Reset Rate Notes may Transferred
only (A) so long as such Reset Rate Notes are eligible for resale pursuant
to Rule 144A, to a person whom the seller reasonably believes is a QIB
acquiring the Reset Rate Notes for its own account or as a fiduciary or agent
for others (which others must also be QIBs) to whom notice is given that the
Transfer is being made in reliance on Rule 144A, (B) pursuant to an
effective registration statement under the Act, (C) pursuant to an
exemption from registration available under the Act other than Rule 144A, or
(D) if the Reset Rate Notes are then in Foreign Exchange Mode, to a purchaser
who is a non-U.S. Person (as defined in Regulation S) outside the United
States of America, acquiring the Reset Rate Notes pursuant to an exemption from
registration under the Act in accordance with Rule 903 or Rule 904 of
Regulation S, in each case in accordance with any applicable United States
state securities or “blue sky” laws or any securities laws of any other
jurisdiction.


 


The
undersigned agrees that if at some future time it wishes to dispose of or
exchange any of the Reset Rate Notes, it will not Transfer or exchange any of
the Reset Rate Notes unless: (1) the sale is to an Eligible Purchaser (as
defined below), (2) all offers or solicitations in connection with the sale,
whether directly or through any agent acting on our behalf, are limited only to
Eligible Purchasers and are not made by means of any form of general
solicitation or general advertising whatsoever, and (3) such transferee shall
deliver a Rule 144A and Related Matters Certificate to substantially the same
effect as this letter to the addressees hereof or a Regulation S and Related
Matters Certificate substantially in the same form as Annex 1 to Appendix 3 to
the Indenture, or such other evidence as may be reasonably acceptable to the
Administrator.


 


The
undersigned hereby represents and warrants that the undersigned is accepting
ownership of the Reset Rate Notes in compliance with the restrictions set forth
in Section 5. of Appendix A-3 to the Indenture, dated as of December 1,
2003 (the “Indenture”), among the Trust, Chase Manhattan Bank USA, National
Association, as eligible lender trustee, and The Bank of New York, as indenture
trustee, and acknowledges that the Reset Rate Notes will be issued with the
legends set forth in Section 6. of Appendix A-3 to the Indenture.


 


“Eligible
Purchaser” means a corporation, partnership or other entity which we have
reasonable grounds to believe and do believe (A) (i) can make
representations with respect to itself to substantially the same effect as the
representations set forth herein, and (ii) is a QIB as defined under Rule 144A
of the Act or any entity in which all of the equity owners come within such
paragraphs, (B) if the Reset Rate Notes are then in Foreign Exchange Mode, can
make representations with respect to itself to substantially the same effect as
the representations set forth in the Regulation S and Related Matters
Certificate in the same form as Annex 1 to Appendix 3 to the Indenture, or (C)
(i) can make representations with respect to itself substantially to the
same effect as the representations set forth herein (other than to its status as
a QIB), and (ii) is acquiring such Reset Rate Notes in reliance on an
exemption to the Act other


 


A-3-10

















 


than Rule 144A in accordance
with any applicable United States state securities or “Blue Sky” laws.


 


If the
Purchaser proposes that its Reset Rate Notes be registered in the name of a
nominee on its behalf, the Purchaser has identified such nominee below, and has
caused such nominee to complete the Nominee Acknowledgment at the end of this
letter.


 


Name of Nominee (if any):


 


IN WITNESS
WHEREOF, this document has been executed by the undersigned who is duly
authorized to do so on behalf of the undersigned Qualified Institutional Buyer
on the          day of
                     ,
20    .


 


	
   

  	
  Name of
  Institution

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title

  



 


 


Nominee
Acknowledgment


 


The
undersigned hereby acknowledges and agrees that as to the Reset Rate Notes
being registered in its name, the sole beneficial owner thereof is and shall be
the Purchaser identified above, for whom the undersigned is acting as nominee.


 


	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Duly Authorized

  



 


A-3-11

















 


FORM OF REGULATION S
AND RELATED MATTERS CERTIFICATE


 


[Date]


 


[SELLER]


 


The Bank of New York, as Indenture
Trustee 

2 North LaSalle, Suite 1020

Chicago, Illinois 60602


 


Sallie Mae, Inc., as
Administrator

11600 Sallie Mae Drive

Reston, Virginia 20193


 


Re:                                                       SLM
Student Loan Trust 2003-14, Student Loan-Backed, 

Class A-7 Reset Rate Notes (the “Reset Rate Notes”)


 


 


Dear Sirs:


 


In connection
with our purchase of the Reset Rate Notes of the above-referenced series, the
undersigned certifies to each of the parties to whom this letter is addressed
that it is a non-U.S. person (as defined in Regulation S) outside the United
States of America, acquiring the Reset Rate Notes pursuant to an exemption from
registration in accordance with Rule 903 or Rule 904 of Regulation S.


 


The
undersigned further certifies that it is purchasing the Reset Rate Notes for
its own account or for the account of others that independently qualify as
non-U.S. persons (as defined in Regulation S) outside the United States of
America.  It is aware that the sale of
the Reset Rate Notes is being made in reliance on its continued compliance with
Rule 903 or Rule 904 of Regulation S. 
The undersigned understands that the Reset Rate Notes may resold or
transferred only (A) so long as such Reset Rate Notes are eligible for
resale pursuant to Rule 144A, to a person whom the seller reasonably believes
is a QIB acquiring the Reset Rate Notes for its own account or as a fiduciary
or agent for others (which others must also be QIBs) to whom notice is given
that the resale or other Transfer is being made in reliance on Rule 144A,
(B) pursuant to an effective registration statement under the Act,
(C) pursuant to another exemption from registration available under the
Act other than Rule 144A, or (D) if the Reset Rate Notes are then in Foreign
Exchange Mode, to a purchaser who is a non-U.S. Person (as defined in
Regulation S) outside the United States of America, acquiring the Reset
Rate Notes pursuant to an exemption from registration under the Act in
accordance with Rule 903 or Rule 904 of Regulation S, in each case in
accordance with any applicable United States state securities or “blue sky”
laws or any securities laws of any other jurisdiction.


 


The
undersigned agrees that if at some future time it wishes to dispose of or
exchange any of the Reset Rate Notes, it will not Transfer or exchange any of
the Reset Rate Notes unless: (1) the sale is to an Eligible Purchaser (as
defined below), (2) all offers or


 


A-3-12

















 


solicitations in connection
with the sale, whether directly or through any agent acting on our behalf, are
limited only to Eligible Purchasers and are not made by means of any form of
general solicitation or general advertising whatsoever, and (3) such transferee
shall deliver a Rule 144A Certificate substantially in the same form as Annex 1
to Appendix 3 to the Indenture, or a Regulation S Certificate to substantially
the same effect as this letter to the addressees hereof or such other evidence
as may be reasonably acceptable to the Administrator and the Indenture Trustee.


 


The
undersigned hereby represents and warrants that the undersigned is accepting
ownership of the Reset Rate Notes in compliance with the restrictions set forth
in Section 5. of Appendix A-3 to the Indenture, dated as of December 1,
2003 (the “Indenture”), among the Trust, Chase Manhattan Bank USA, National
Association, as eligible lender trustee, and The Bank of New York, as indenture
trustee, and acknowledges that the Reset Rate Notes will be issued with the
legends set forth in Section 5. to Appendix A-3 to the Indenture.


 


“Eligible
Purchaser” means a corporation, partnership or other entity which we have
reasonable grounds to believe and do believe (A) (i) can make
representations with respect to itself to substantially the same effect as the
representations set forth herein, and (ii) is a QIB as defined under Rule 144A
of the Act or any entity in which all of the equity owners come within such
paragraphs, (B) if the Reset Rate Notes are then in Foreign Exchange Mode,
 (i) can make representions with respect to itself to substantially the
same effect as the representations set forth in the Regulation S Certificate in
the same form as Annex 1 to Appendix 3 to the Indenture, and (ii) is acquiring
such Reset Rate Notes pursuant to an exemption from registration in accordance
with Rule 903 or Rule 904 of Regulation S, or (C) (i) can make
representations with respect to itself substantially to the same effect as the
representations set forth herein (other than to its status as a QIB), and
(ii) is acquiring such Reset Rate Notes in reliance on an exemption to the
Act other than Rule 144A in accordance with any applicable United States state
securities or “Blue Sky” laws.


 


If the
Purchaser proposes that its Reset Rate Notes be registered in the name of a
nominee on its behalf, the Purchaser has identified such nominee below, and has
caused such nominee to complete the Nominee Acknowledgment at the end of this
letter.


 


Name of Nominee (if any):


 


A-3-13

















 


IN WITNESS
WHEREOF, this document has been executed by the undersigned who is duly
authorized to do so on behalf of the undersigned Qualified Institutional Buyer
on the          day of
                                  ,
20    .


 


	
   

  	
  Name of
  Institution

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title

  



 


 


Nominee
Acknowledgment


 


The
undersigned hereby acknowledges and agrees that as to the Reset Rate Notes
being registered in its name, the sole beneficial owner thereof is and shall be
the Purchaser identified above, for whom the undersigned is acting as nominee.


 


	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Duly Authorized

  



 


A-3-14

















 


ANNEX 2 TO 

APPENDIX A-3


 


FORM OF TRANSFEROR
LETTER


 


 


[Date]


 


The Bank of New York, as
Indenture Trustee 

2 North LaSalle, Suite 1020

Chicago, Illinois, 60602


 


Sallie Mae, Inc., as
Administrator

11600 Sallie Mae Drive

Reston, Virginia 20193


 


Re:                                                       SLM
Student Loan Trust 2003-14, Student Loan-Backed Class

Class A-7 Reset Rate Notes (the “Reset Rate Notes”)


 


 


Ladies and Gentlemen:


 


In connection with our disposition
of the Reset Rate Notes of the above-referenced series owned by us, we certify
that (a) we understand that the Reset Rate Notes have not been registered under
the Securities Act of 1933, as amended (the “Act”), and are being disposed by
us in a transaction that is exempt from the registration requirements of the
Act, and (b) we have not offered or sold any Reset Rate Notes to, or solicited
offers to buy any Reset Rate Notes 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 Act.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name
  of Transferor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  
					



 


A-3-15

















 


SCHEDULE A


 


 


Schedule of Trust Student Loans


 


[See Schedule A to the Bill of Sale

(Attachment B to the Sale Agreement)]


 


A-1

















 


SCHEDULE B


 


 


Location of Trust Student Loan Files


 


[See Attachment B to the Servicing Agreement]


 


B-1

















 


Exhibit A


 


[Form of Notes]


 


A-1

















 


Exhibit B


 


[Form of Note Depository Agreement

for U.S. Dollar Denominated Notes]


 


B-1

















 


Exhibit C


 


[Form of Note Depository Agreement for

Notes Denominated in a Currency Other than U.S. Dollars]


 


C-1