exv4w4



 






Exhibit 4.4




 





INDENTURE




among




SLM STUDENT LOAN TRUST 2005-9,

as the Issuer,




CHASE BANK USA, NATIONAL ASSOCIATION,

not in its individual capacity but

solely as the Eligible Lender Trustee




and




DEUTSCHE BANK TRUST COMPANY AMERICAS,

not in its individual capacity but

solely as the Indenture Trustee




Dated as of November 1, 2005




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE I	 	 	 	 
	 

	 	Definitions and Usage	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.1

	 	Definitions and Usage
	 	 	2	 
	SECTION 1.2

	 	Incorporation by Reference of Trust Indenture Act
	 	 	2	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 

	 	The Notes	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.1

	 	Form
	 	 	3	 
	SECTION 2.2

	 	Execution, Authentication and Delivery
	 	 	4	 
	SECTION 2.3

	 	Temporary Notes
	 	 	4	 
	SECTION 2.4

	 	Registration; Registration of Transfer and Exchange
	 	 	5	 
	SECTION 2.5

	 	Mutilated, Destroyed, Lost or Stolen Notes
	 	 	6	 
	SECTION 2.6

	 	Persons Deemed Owner
	 	 	7	 
	SECTION 2.7

	 	Payment of Principal and Interest; Note Interest Shortfall
	 	 	7	 
	SECTION 2.8

	 	Cancellation
	 	 	8	 
	SECTION 2.9

	 	Release of Collateral
	 	 	8	 
	SECTION 2.10

	 	Book-Entry Notes
	 	 	9	 
	SECTION 2.11

	 	Notices to Clearing Agency
	 	 	9	 
	SECTION 2.12

	 	Definitive Notes
	 	 	10	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III	 	 	 	 
	 

	 	Covenants	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.1

	 	Payments to Noteholders and each Swap Counterparty
	 	 	10	 
	SECTION 3.1A

	 	Collateral Account
	 	 	11	 
	SECTION 3.2

	 	Maintenance of Office or Agency
	 	 	11	 
	SECTION 3.3

	 	Money for Payments to be Held in Trust
	 	 	12	 
	SECTION 3.4

	 	Existence
	 	 	13	 
	SECTION 3.5

	 	Protection of Indenture Trust Estate
	 	 	13	 
	SECTION 3.6

	 	Opinions as to Indenture Trust Estate
	 	 	14	 
	SECTION 3.7

	 	Performance of Obligations; Servicing of Trust Student Loans
	 	 	14	 
	SECTION 3.8

	 	Negative Covenants
	 	 	17	 
	SECTION 3.10

	 	Annual Statement as to Compliance
	 	 	18	 
	SECTION 3.11

	 	Issuer May Consolidate, etc., Only on Certain Terms
	 	 	18	 
	SECTION 3.12

	 	Successor or Transferee
	 	 	20	 
	SECTION 3.13

	 	No Other Business
	 	 	20	 
	SECTION 3.14

	 	No Borrowing
	 	 	20	 
	SECTION 3.15

	 	Obligations of Servicer and Administrator
	 	 	20	 
	SECTION 3.16

	 	Guarantees, Loans, Advances and Other Liabilities
	 	 	20	 
	SECTION 3.17

	 	Capital Expenditures
	 	 	20	 
	SECTION 3.18

	 	Restricted Payments
	 	 	20	 






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	 	 	 	 	Page
	SECTION 3.19

	 	Notice of Events of Default
	 	 	21	 
	SECTION 3.20

	 	Further Instruments and Acts
	 	 	21	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV	 	 	 	 
	 

	 	Satisfaction and Discharge	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.1

	 	Satisfaction and Discharge of Indenture
	 	 	21	 
	SECTION 4.2

	 	Application of Trust Money
	 	 	22	 
	SECTION 4.3

	 	Repayment of Moneys Held by Paying Agent
	 	 	22	 
	SECTION 4.4

	 	Auction of Trust Student Loans
	 	 	23	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V	 	 	 	 
	 

	 	Remedies	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.1

	 	Events of Default
	 	 	23	 
	SECTION 5.2

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	24	 
	SECTION 5.3

	 	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
	 	 	25	 
	SECTION 5.4

	 	Remedies; Priorities
	 	 	27	 
	SECTION 5.5

	 	Optional Preservation of the Trust Student Loans
	 	 	31	 
	SECTION 5.6

	 	Limitation of Suits
	 	 	31	 
	SECTION 5.7

	 	Unconditional Rights of Noteholders to Receive Principal and Interest
	 	 	32	 
	SECTION 5.8

	 	Restoration of Rights and Remedies
	 	 	32	 
	SECTION 5.9

	 	Rights and Remedies Cumulative
	 	 	32	 
	SECTION 5.10

	 	Delay or Omission Not a Waiver
	 	 	32	 
	SECTION 5.11

	 	Control by Noteholders
	 	 	32	 
	SECTION 5.12

	 	Waiver of Past Defaults
	 	 	33	 
	SECTION 5.13

	 	Undertaking for Costs
	 	 	33	 
	SECTION 5.14

	 	Waiver of Stay or Extension Laws
	 	 	33	 
	SECTION 5.15

	 	Action on Notes
	 	 	34	 
	SECTION 5.16

	 	Performance and Enforcement of Certain Obligations
	 	 	34	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VI	 	 	 	 
	 

	 	The Indenture Trustee	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.1

	 	Duties of Indenture Trustee
	 	 	35	 
	SECTION 6.2

	 	Rights of Indenture Trustee
	 	 	36	 
	SECTION 6.3

	 	Individual Rights of Indenture Trustee
	 	 	36	 
	SECTION 6.4

	 	Indenture Trustee’s Disclaimer
	 	 	36	 
	SECTION 6.5

	 	Notice of Defaults
	 	 	37	 
	SECTION 6.6

	 	Reports by Indenture Trustee to Noteholders
	 	 	37	 
	SECTION 6.7

	 	Compensation and Indemnity
	 	 	37	 
	SECTION 6.8

	 	Replacement of Indenture Trustee
	 	 	38	 
	SECTION 6.9

	 	Successor Indenture Trustee by Merger
	 	 	39	 
	SECTION 6.10

	 	Appointment of Co-Trustee or Separate Trustee
	 	 	39	 
	SECTION 6.11

	 	Eligibility; Disqualification
	 	 	40	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 6.12

	 	Preferential Collection of Claims Against the Issuer
	 	 	40	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VII	 	 	 	 
	 

	 	Noteholders’ Lists and Reports	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 7.1

	 	Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders
	 	 	41	 
	SECTION 7.2

	 	Preservation of Information; Communications to Noteholders
	 	 	41	 
	SECTION 7.3

	 	Reports by Issuer
	 	 	42	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII	 	 	 	 
	 

	 	Accounts, Disbursements and Releases	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 8.1

	 	Collection of Money
	 	 	42	 
	SECTION 8.2

	 	Trust Accounts
	 	 	42	 
	SECTION 8.3

	 	General Provisions Regarding Accounts
	 	 	43	 
	SECTION 8.4

	 	Release of Indenture Trust Estate
	 	 	44	 
	SECTION 8.5

	 	Opinion of Counsel
	 	 	44	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IX	 	 	 	 
	 

	 	Supplemental Indentures	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 9.1

	 	Supplemental Indentures Without Consent of Noteholders
	 	 	45	 
	SECTION 9.2

	 	Supplemental Indentures with Consent of Noteholders
	 	 	46	 
	SECTION 9.3

	 	Execution of Supplemental Indentures
	 	 	47	 
	SECTION 9.4

	 	Effect of Supplemental Indenture
	 	 	48	 
	SECTION 9.5

	 	Conformity with Trust Indenture Act
	 	 	48	 
	SECTION 9.6

	 	Reference in Notes to Supplemental Indentures
	 	 	48	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE X	 	 	 	 
	 

	 	Redemption of Notes	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 10.1

	 	Redemption
	 	 	48	 
	SECTION 10.2

	 	Form of Redemption Notice
	 	 	48	 
	SECTION 10.3

	 	Notes Payable on Redemption Date
	 	 	49	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XI	 	 	 	 
	 

	 	Miscellaneous	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 11.1

	 	Compliance Certificates and Opinions, etc
	 	 	49	 
	SECTION 11.2

	 	Form of Documents Delivered to Indenture Trustee
	 	 	51	 
	SECTION 11.3

	 	Acts of Noteholders
	 	 	52	 
	SECTION 11.4

	 	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
	 	 	52	 
	SECTION 11.5

	 	Notices to Noteholders; Waiver
	 	 	53	 
	SECTION 11.6

	 	Alternate Payment and Notice Provisions
	 	 	53	 
	SECTION 11.7

	 	Conflict with Trust Indenture Act
	 	 	54	 
	SECTION 11.8

	 	Effect of Headings and Table of Contents
	 	 	54	 
	SECTION 11.9

	 	Successors and Assigns
	 	 	54	 






iii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 11.10

	 	Separability
	 	 	54	 
	SECTION 11.11

	 	Benefits of Indenture
	 	 	54	 
	SECTION 11.12

	 	Legal Holidays
	 	 	54	 
	SECTION 11.13

	 	Governing Law
	 	 	55	 
	SECTION 11.14

	 	Counterparts
	 	 	55	 
	SECTION 11.15

	 	Recording of Indenture
	 	 	55	 
	SECTION 11.16

	 	Trust Obligations
	 	 	55	 
	SECTION 11.17

	 	No Petition
	 	 	55	 
	SECTION 11.18

	 	Inspection
	 	 	56	 
	SECTION 11.19

	 	Subordination
	 	 	56	 






iv









 






APPENDICES, SCHEDULES AND EXHIBITS




	 	 	 
	APPENDIX A-1

	 	Definitions and Usage
	APPENDIX A-2

	 	Reset Rate Note Procedures
	 
	 	 
	SCHEDULE A

	 	Schedule of Trust Student Loans
	SCHEDULE B

	 	Location of Trust Student Loan Files
	 
	 	 
	EXHIBIT A

	 	Forms of Notes
	EXHIBIT B

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

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







v









 








          INDENTURE, dated as of November 1, 2005, among SLM STUDENT LOAN TRUST 2005-9, a Delaware
statutory trust (the “Issuer”), CHASE BANK USA, NATIONAL ASSOCIATION, a national banking
association, not in its individual capacity but solely as eligible lender trustee on behalf of the
Issuer (in such capacity, the “Eligible Lender Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS,
a New York banking corporation, not in its individual capacity but solely as indenture trustee (in
such capacity, the “Indenture Trustee”).




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




GRANTING CLAUSE




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




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



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



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



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



     (e)   the Administration Agreement, the Remarketing Agreement, any Swap Agreements to be
entered into from time to time (including the Initial Currency Swap Agreements), including the
security interest in any collateral delivered by the counterparty in connection with these
agreements, 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;



1









 





     (g)   the Trust Accounts and all funds on deposit from time to time in the Trust Accounts,
including the Reserve Account Initial Deposit, the Capitalized Interest Account Initial Deposit,
the Supplemental Purchase Account Initial Deposit, the Add-On Consolidation Loan Account Initial
Deposit and the Collection Account Initial Deposit, if any, and all investments and proceeds
thereof (including all income thereon); and



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



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




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




ARTICLE I




Definitions and Usage




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




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




          “Commission” means the Securities and Exchange Commission.




          “indenture securities” means the Notes.




          “indenture security holder” means a Noteholder.




2









 








          “indenture to be qualified” means this Indenture.




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




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




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




ARTICLE II




The Notes




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




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




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




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




          Each class of Reset Rate Notes will be represented by a book-entry note certificate (“Non-U.S.
Note Certificate”) deposited on the Closing Date with Deutsche Bank Trust Company Americas, as
custodian for Euroclear and Clearstream (“Non-U.S. Note Certificate Custodian”), and registered in
the name of Deutsche Bank AG London as initial joint nominee for Euroclear and Clearstream.




     At all times during any Reset Period when a class of Reset Rate Notes is to be denominated in
U.S. Dollars, the aggregate Outstanding Amount of such class of Reset Rate Notes will be allocated
to the U.S. Note Certificate, which will represent 100% of the Outstanding Amount of such class of
Reset Rate Notes.



3









 





          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 the U.S. Dollar
denominated Notes in an aggregate principal amount of $2,234,343,000, and the London Paying Agent,
which is hereby appointed as authenticating agent (the “Authenticating Agent”), shall upon Issuer
order authenticate and deliver the Non-U.S. Dollar denominated Notes Note Certificate in the
aggregate principal amount of €735,000,000. The aggregate principal amount of Notes Outstanding
at any time may not exceed such amount except as provided in Section 2.5. On each Spread
Determination Date, upon receipt of an Issuer Order, the Indenture Trustee shall deliver a revised
Schedule A for the Reset Rate Notes to the Custodians.




          Each Note shall be dated the date of its authentication. The Floating Rate Notes shall be
issuable as registered notes in minimum denominations of $100,000 and additional increments of
$1,000, and the Reset Rate Notes shall be issuable as registered
notes in minimum denominations of €50,000 and additional increments of €1,000.




          During any Reset Period when a class of the Reset Rate Notes is denominated in U.S. Dollars,
such Reset Rate Notes shall be issued in minimum denominations of $100,000, and additional
increments of $1,000. During any Reset Period when a class of Reset Rate Notes is denominated in a
currency other than U.S. Dollars, such Reset Rate Notes shall be issued in minimum denominations of
the applicable currency equivalent (approximately) of $100,000 and additional increments of the
applicable currency equivalent of $1,000 (which shall be determined by reference to the exchange
rate to be set forth in the related Currency Swap Agreement); provided, that during any
Reset Period when a class of Reset Rate Notes is denominated in Pounds Sterling, such Reset Rate
Notes shall be issued in minimum denominations of £100,000 and additional increments of £1,000 and
provided further, that during any Reset Period when a class of Reset Rate Notes is
denominated in Euros, such Reset Rate Notes shall be issued in minimum denominations of €50,000
and additional increments of €1,000.




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




          SECTION 2.3   Temporary Notes. Pending the preparation of Definitive Notes, the
Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate
and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or
otherwise produced, of the tenor of the Definitive Notes in lieu of which they




4









 







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.




          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 a
class of Reset Rate Noteholders permissibly elect to hold their Reset Rate Notes, the Indenture
Trustee shall allocate the aggregate Outstanding Amount of such class of Reset Rate Notes, if such
class of Reset Rate Notes is to be denominated in U.S. Dollars during the immediately following
Reset Period, to the U.S. Note Certificate, which will, during the related Reset Period, represent
100% of the Outstanding Amount of such Reset Rate Notes. On any Reset Date when a class of Reset
Rate Notes is to be denominated in a currency other than U.S. Dollars during the immediately
following Reset Period, the Outstanding Amount of such class of Reset Rate Notes shall be allocated
entirely to the Non-U.S. Note Certificate.




5









 








          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.




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




          SECTION 2.5   Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note
is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the
Issuer and the Indenture Trustee such security or indemnity as may be required by each of them to
hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer,
the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide
purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall
execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note;
provided, however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall




6









 







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.




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




7









 







for the final installment of principal payable with respect to such Note on a
Distribution Date or on the Note Final Maturity Date for such Note which shall be payable as
provided below. The funds represented by any such checks returned undelivered shall be held in
accordance with Section 3.3.




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



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



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




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




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          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 applicable
initial Clearing Agency, by the Issuer, or on behalf of the Issuer. Such Notes shall initially be
registered on the Note Register in the name of 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 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 Outstanding Amount
of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to
the extent that it has received instructions to such effect from Note Owners and/or applicable
Clearing Agency Participants owning or representing, respectively, such required percentage of the
beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and




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




          SECTION 2.11   Notices to Clearing Agency. Whenever a notice or other communication
is required under this Indenture to be given to Noteholders, unless and until




9









 







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




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




ARTICLE III




Covenants




          SECTION 3.1   Payments to Noteholders and each Swap Counterparty. The Issuer shall
duly and punctually pay the principal and interest, if any, with respect to the Notes in accordance
with the terms of the Notes and this Indenture and shall duly and punctually pay




10









 







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




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




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




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 deposited into the
Collection Account from the Supplemental Purchase Account, the Add-On Consolidation Loan Account,
the Capitalized Interest Account or the Reserve Account, pursuant to Sections 2.7 and 2.8 of the
Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by
another Paying Agent, and no amounts so distributed from the Collection Account for payments to
Noteholders or any Swap Counterparty shall be paid over to the Issuer except as provided in this
Section.




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




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




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




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




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




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




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




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




12









 







the Indenture Trustee upon the same trusts as those upon which the sums were held by such
Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent
shall be released from all further liability with respect to such money.




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




13









 








          (iii)   enforce any of the Collateral; or




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




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




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




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



14









 




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




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



15









 




the Servicing Agreement or a new administrator as the Successor Administrator under the
Administration Agreement, as the case may be. Any Successor Servicer or Successor Administrator,
other than the Indenture Trustee, shall (i) be an established institution (A) that satisfies any
requirements of the Higher Education Act applicable to servicers and (B) whose regular business
includes the servicing or administration of student loans and (ii) enter into a servicing agreement
or an administration agreement, respectively, with the Issuer having substantially the same
provisions as the provisions of the Servicing Agreement and the Administration Agreement, as
applicable. If within 30 days after the delivery of the notice referred to above, the Issuer shall
not have obtained such a new servicer or new administrator, as the case may be, the Indenture
Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor
Servicer or Successor Administrator; provided, however, that such right to appoint
or to petition for the appointment of any such successor shall in no event relieve the Indenture
Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor
has in fact assumed such appointment. In connection with any such appointment, the Indenture
Trustee may make such arrangements for the compensation of such successor as it and such successor
shall agree, subject to the limitations set forth below and in the Servicing Agreement or
Administration Agreement, as applicable, and in accordance with Section 5.2 of the Servicing
Agreement and Section 5.2 of the Administration Agreement, the Issuer shall enter into an agreement
with such successor for the servicing or administration of the Trust Student Loans (such agreement
to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall
succeed as provided herein to the Servicer’s duties as Servicer with respect to the Trust Student
Loans, or the Administrator’s duties with respect to the Issuer and the Trust Student Loans, as the
case may be, it shall do so in its individual capacity and not in its capacity as Indenture Trustee
and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture
Trustee in its duties as the successor to the Servicer or the 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)   As promptly as possible upon the occurrence of an Event of Default or Termination Event
under any Swap Agreement, the Issuer shall hire or appoint a Broker in order to obtain a
Replacement Transaction or a Letter of Credit Transaction according to the terms of the related
Swap Agreement, and such Broker shall accept its appointment by a written assumption in a form
acceptable to the Issuer. In connection with any such appointment, the
Issuer may make such arrangements for the compensation of such Broker as it and such Broker



16









 




shall agree, and the Issuer shall be entitled to reimbursement in full for such expenses as
provided in Section 6.7 hereof.




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



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




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




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




17









 







priority (other than with respect to any such tax or other lien) security interest in the
Indenture Trust Estate; or




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




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




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




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




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




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



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




          (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;




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




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




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



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




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




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




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




          (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).




19









 








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




     (b)   Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to
Section 3.10(b), SLM Student Loan Trust 2005-9 will be released from every covenant and agreement
of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery by the Issuer of written notice to the Indenture Trustee stating that
SLM Student Loan Trust 2005-9 is to be so released.



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




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




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




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




          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




20









 







or otherwise segregate any amounts for any such purpose; provided, however,
that the Issuer may make, or cause to be made, distributions to the Servicer, the Eligible Lender
Trustee, the Indenture Trustee, the Noteholders, any Swap Counterparty, any Remarketing Agent, the
Administrator, the Depositor and the Excess Distribution Certificateholder as contemplated by, and
to the extent funds are available for such purpose under, this Indenture and the other Basic
Documents. The Issuer will not, directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with this Indenture and the other Basic Documents.




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



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



ARTICLE IV




Satisfaction and Discharge




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




21









 







and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust,
as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or




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




               (i) have become due and payable,



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



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



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



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



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





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




23









 







judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):




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




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




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




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




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




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




24









 







date of acceleration, shall become immediately due and payable, subject, however, to Section
5.4 of this Indenture.




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




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





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




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



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




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




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



25









 





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



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



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




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




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




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




          and any trustee, receiver, liquidator, custodian or other similar official in any such
Proceeding is hereby authorized by each of such Noteholders and any Currency Swap

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




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



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



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



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




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



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




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




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




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



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




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



          FIRST:




	 	 	 	 	 
	 

	 	A:  
	 	to the applicable Noteholders of each class of Reset Rate Notes
then denominated in U.S. Dollars and then structured not to receive a payment
of principal until the end of its related Reset Period, the amount, if any, on






28









 







deposit in the related Accumulation Account for such Reset Rate Notes
(excluding any Investment Earnings thereon) in reduction of the Outstanding
Amount of such Reset Rate Notes until they are paid in full; and/or



	 	 	 	 	 
	 

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






          SECOND: pro rata, to the Indenture Trustee for amounts due under Section 6.7 and to the
Eligible Lender Trustee for amounts due under Section 8.1 of the Trust Agreement;




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




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




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




	 	 	 	 	 
	 

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

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

	 	C:
	 	if any Swap Agreement with respect to any class of Reset Rate
Notes has been terminated, to the related Swap Counterparty, the amount of any
Swap Termination Payments due to such Swap Counterparty due to a Termination
Event or Event of Default (as defined in the related Swap Agreement) resulting
from a “Failure to Pay or Deliver” by the Trust under Section 5(a)(i) of the
related Swap Agreement, a “Cross Default” as such term applies to the Trust
under Section 5(a)(vi) of the related Swap Agreement or a “Bankruptcy” of the
Trust under Section 5(a)(vii) of the related Swap Agreement, (as each such term
is defined in the Swap Agreement);






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          SIXTH:




	 	 	 	 	 
	 

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

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






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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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

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may determine what action, if any, shall be taken, notwithstanding any other provisions of
this Indenture.




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




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




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




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




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




          (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;




32









 








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




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



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




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




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




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




          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,

33









 








delay or impede the execution of any power herein granted to the Indenture Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.




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




          SECTION 5.16   Performance and Enforcement of Certain Obligations.




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



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



34









 





ARTICLE VI




The Indenture Trustee




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




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



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




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




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



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




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




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




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



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



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



35









 





     (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 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

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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 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

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expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the
Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or
expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct,
negligence or bad faith.




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




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




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




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




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




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




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




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




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




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          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.



     (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

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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 § 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

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TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA §
311(a) to the extent indicated.




ARTICLE VII




Noteholders’ Lists and Reports




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




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




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



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



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



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



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          SECTION 7.3   Reports by Issuer.




     (a)   The Issuer shall:



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




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




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




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



ARTICLE VIII




Accounts, Disbursements and Releases




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




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




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



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



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



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



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



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




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



43









 







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



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




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



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



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

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of the Noteholders or any Swap Counterparty in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be required to
express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection with any such
action.




ARTICLE IX




Supplemental Indentures




     SECTION 9.1   Supplemental Indentures Without Consent of Noteholders.



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



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




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




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




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




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




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

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any similar Federal statute hereafter enacted and to add to this Indenture such other
provisions as may be expressly required by the TIA.




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




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



          SECTION 9.2   Supplemental Indentures with Consent of Noteholders.




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



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




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




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




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




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




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




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



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




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




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




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




47









 








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




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




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




ARTICLE X




Redemption of Notes




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




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




          All notices of redemption shall state:




48









 








          (i)   the Redemption Date;




          (ii)   the Redemption Price; and




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




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




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




ARTICLE XI




Miscellaneous




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




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




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




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




          (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


49









 







an informed opinion as to whether or not such covenant or condition has been complied with;
and




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




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



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




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




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




50









 








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




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




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




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




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

51









 








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




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




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



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



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



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




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



     (b)   The Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every
purpose hereunder if in writing and mailed, first-class, postage prepaid, to the Issuer addressed
to: SLM Student Loan Trust 2005-9, in care of Chase Bank USA, National Association, Christiana
Center/OPS4, 500 Stanton Christiana Road, Newark, Delaware 19713, Attention: Corporate Trust
Department; with copies to JPMorgan Chase Bank, National Association, 450 West 33rd Street 15th
Fl., New York, New York 10001, Attention: Structured Finance Services; and the Administrator,
12061 Bluemont Way, V3419, Reston, Virginia, 20190, Attention: ABS Trust Administration, or any
other address previously furnished in



52









 







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




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




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




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




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




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

53









 








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




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




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




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




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




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




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




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



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



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

54









 








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




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




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




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




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




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

55









 








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




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




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




56









 








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




	 	 	 	 	 
	 	 	SLM STUDENT LOAN TRUST 2005-9
	 
	 	 	 	 
	 	 	By: CHASE BANK USA, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Eligible Lender

Trustee
	 
	 	 	 	 
	 

	 	By:
	 	          /S/ JOHN J. CASHIN
	 

	 	 	 	Name:     John J. Cashin

	 

	 	 	 	Title:
      Vice President
	 
	 	 	 	 
	 	 	CHASE BANK USA, NATIONAL ASSOCIATION, not 

in its individual capacity but solely as Eligible Lender

Trustee
	 
	 	 	 	 
	 

	 	By:
	 	          /S/ JOHN J. CASHIN
	 

	 	 	 	Name:     John J. Cashin
	 

	 	 	 	Title:
      Vice President
	 
	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

not in its individual capacity but solely

as Indenture Trustee
	 
	 	 	 	 
	 

	 	By:
	 	          /S/ MICHELE H.Y. VOON
	 

	 	 	 	Name:     Michele H.Y. Voon

	 

	 	 	 	Title:
      Assistant Vice President







57










 






APPENDIX A-1




DEFINITIONS AND USAGE

Series 2005-9




Usage




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



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



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



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



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



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



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



Appendix 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
and any class of Reset Rate Notes that bears interest at a floating rate), the period from and
including the immediately preceding Distribution Date for such class of Notes to but excluding the
then-current Distribution Date, or in the case of the initial such period for such class of Notes,
the period from and including the Closing Date to and including January 24, 2006; provided
that if more than one Interest Rate Change Date occurs for any class of Reset Rate Notes while
bearing a floating rate of interest within any given Accrual Period, the rate of interest for the
entire Accrual Period shall be as specified in the relevant Remarketing Terms Notice; and (ii) any
class of Reset Rate Notes bearing a fixed rate of interest and (x) denominated in U.S. Dollars, the
period from and including the 25th day of the month of the last applicable Distribution Date, to
and including the 24th day of the month of the then-current applicable Distribution Date for such
class of Reset Rate Notes, or (y) denominated in a currency other than U.S. Dollars, (A) the period
from and including the 25th day of the month of the last applicable Distribution Date, to and
including the 24th day of the month of the then-current applicable Distribution Date or (B) as
otherwise specified on the Schedule A for the Reset Rate Notes.



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



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



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



     “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.



Appendix 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.



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



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



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



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



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



Appendix A-1-3









 





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



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



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



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



     “Administration Agreement” means the Administration Agreement, dated as of November
15, 2005, among the Administrator, the Servicer, the Depositor, the Trust and the Eligible Lender
Trustee.



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



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



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



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



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



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



     “All-Hold Rate” means, if an applicable class of Reset Rate Notes is denominated in
U.S. Dollars during the then-current Reset Period and the immediately following Reset Period, the
applicable Index plus or minus the applicable Spread (if such class of Reset Rate Notes is in
floating rate mode) or the applicable fixed rate, which may be expressed as the fixed rate pricing



Appendix A-1-4









 







benchmark plus or minus a spread (if such class of Reset Rate Notes is in fixed rate mode),
that the Remarketing Agents, in consultation with the Administrator, determine will be effective,
unless the related Call Option is exercised, in the event that 100% of the holders of the
applicable class of Reset Rate Notes choose to hold their class of Reset Rate Notes for the
upcoming Reset Period. The All-Hold Rate shall be a rate that the Remarketing Agents, in
consultation with the Administrator, determine based upon then-existing market conditions.



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



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



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




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






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




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



Appendix A-1-5









 





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



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



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



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



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



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



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



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



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



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



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



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



Appendix A-1-6









 





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



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



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



     (q) on the April 2006 Distribution Date, any amounts transferred into the Collection Account
from the Add-On Consolidation Loan Account following the end of the Consolidation Loan Add-On
Period;



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



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


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




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



     “Benefit Plan” means (i) an employee benefit plan (as defined in Section 3(3) of
ERISA), whether or not subject to the provisions of Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Code, whether or not subject to Section 4975 of the Code or (iii) any
entity whose underlying assets include plan assets by reason of a plan’s investment in the entity.



Appendix A-1-7









 





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



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



     “Broker” means a broker, which may be an Affiliate of the Administrator, that is
engaged in the business of procuring or writing derivative instruments.



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



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



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



     “Call Rate” means, if a Call Option has been exercised with respect to a class of
Reset Rate Notes, the rate of interest that is either (1) if that class of 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 that class of 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



Appendix A-1-8









 







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



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



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



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



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



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



     “Capitalized Interest Account Initial Deposit” means $87,000,000.



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



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



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



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



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



Appendix A-1-9









 





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



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



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



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



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



     “Class A-1 Maturity Date” means the January 2013 Distribution Date.



     “Class A-2 Maturity Date” means the April 2017 Distribution Date.



     “Class A-3 Maturity Date” means the January 2019 Distribution Date.



     “Class A-4 Maturity Date” means the January 2023 Distribution Date.



     “Class A-5 Maturity Date” means the January 2025 Distribution Date.



     “Class A-6 Maturity Date” means the October 2026 Distribution Date.



     “Class A-7A Maturity Date” means the January 2041 Distribution Date.



     “Class A-7B Maturity Date” means the January 2041 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.



Appendix A-1-10









 





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



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



     “Class A-1 Notes” means the $233,000,000 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 $446,000,000 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 $240,000,000 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 $563,000,000 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.



     “Class A-5 Notes” means the $278,962,000 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 €235,000,000 Reset 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-7A Notes” means the €500,000,000 Reset Rate Class A-7A Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-7
thereto.



Appendix A-1-11









 





     “Class A-7B Notes” means the $380,000,000 Floating Rate Class A-7B Student Loan-Backed
Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-8
thereto.



     “Class A-1 Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR, as determined on the second Business Day before the beginning of the applicable
Accrual Period, minus 0.03%, based on an Actual/360 accrual method. For the initial Accrual
Period, the Class A-1 Rate shall mean the Initial Accrual Rate minus 0.03%, based on an Actual/360
accrual method.



     “Class A-2 Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR, as determined on the second Business Day before the beginning of the applicable
Accrual Period, plus 0.00%, based on an Actual/360 accrual method. For the initial Accrual Period,
the Class A-2 Rate shall mean the Initial Accrual Rate plus 0.00%, 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 second Business Day before the beginning of the applicable
Accrual Period, plus 0.05%, based on an Actual/360 accrual method. For the initial Accrual Period,
the Class A-3 Rate shall mean the Initial Accrual Rate plus 0.05%, 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 second Business Day before the beginning of the applicable
Accrual Period, plus 0.10%, based on an Actual/360 accrual method. For the initial Accrual Period,
the Class A-4 Rate shall mean the Initial Accrual Rate plus 0.10%, 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 second Business Day before the beginning of the applicable
Accrual Period, plus 0.12%, based on an Actual/360 accrual method. For the initial Accrual Period,
the Class A-5 Rate shall mean the Initial Accrual Rate plus 0.12%, based on an Actual/360 accrual
method.



     “Class A-6 Rate” means, for any Accrual Period (other than the initial Accrual Period)
until and including the Initial Reset Date for the Class A-6 Notes, Three-Month EURIBOR, as
determined on the second Business Day before the beginning of the applicable Accrual Period, plus
0.07%, based on an Actual/360 accrual method. For the initial Accrual Period, the Class A-6 Rate
shall mean the Initial Accrual Rate plus 0.07%, based on an Actual/360 accrual method.



     “Class A-7A Rate” means, for any Accrual Period (other than the initial Accrual
Period) until and including the Initial Reset Date for the Class A-7A Notes, Three-Month EURIBOR,
as determined on the second Business Day before the beginning of the applicable Accrual Period,
plus 0.10%, based on an Actual/360 accrual method. For the initial Accrual Period, the Class A-7A
Rate shall mean the Initial Accrual Rate plus 0.10%, based on an Actual/360 accrual method.



     “Class A-7B Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR, as determined on the second Business Day before the beginning of the applicable



Appendix A-1-12









 







Accrual Period, plus 0.16%, based on an Actual/360 accrual method. For the initial Accrual
Period, the Class A-7B Rate shall mean the Initial Accrual Rate plus 0.16%, based on an Actual/360
accrual method.



     “Class B Maturity Date” means the January 2041 Distribution Date.



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



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



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



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



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



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



     “Class B Notes” means the $93,381,000 Floating Rate Class B Student Loan-Backed Notes
issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-9 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



Appendix A-1-13









 







the Class B Notes immediately prior to that Distribution Date and the denominator of which is
the Outstanding Amount of the Notes, less all amounts (other than Investment Earnings) on deposit
in any Accumulation Account, immediately prior to that Distribution Date.



     “Class B Rate” means, for any Accrual Period after the initial Accrual Period,
Three-Month LIBOR, as determined on the second Business Day before the beginning of the applicable
Accrual Period, plus 0.30%, based on an Actual/360 accrual method. For the initial Accrual Period,
the Class B Rate shall mean the Initial Accrual Rate plus 0.30%, 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 nominee for such Clearing Agency
shall be Cede & Co. The initial Clearing Agencies for a class of Reset Rate Notes (i) for any
Reset Period (including the initial Reset Period) when it is denominated in a currency other than
U.S. Dollars shall be Euroclear and Clearstream and the initial joint nominee for such Clearing
Agencies shall be Deutsche Bank AG, London Branch, and (ii) for any Reset Period when it is
denominated in U.S. Dollars shall be DTC and the initial nominee for such Clearing Agency shall be
Cede & Co.



     “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 November 15, 2005.



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



Appendix A-1-14









 







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



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



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



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



     “Collection Account Initial Deposit” means $4,235,175 plus $0, which is the excess of
the Pool Balance as of the Statistical Cutoff Date over the Pool Balance as of the Closing Date, to
the extent such excess amount is excluded from the Supplemental Purchase Account Initial Deposit
due to the application of the proviso contained in the definition thereof.



Appendix A-1-15









 





     “Collection Period” means, with respect to the first Distribution Date, the period
beginning on the Closing Date and ending on December 31, 2005; and with respect to each subsequent
Distribution Date, the Collection Period means the three calendar months immediately following the
end of the previous Collection Period.



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



     “Commission” means the Securities and Exchange Commission.



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



     “Consolidation Loan Add-On Period” means the period during which the Trust will be
able to purchase Add-On Consolidation Loans with funds on deposit in the Add-On Consolidation Loan
Account, beginning on the Closing Date and ending on March 31, 2006.



     “Control Agreement” means any Control Agreement entered into between the Trust and The
Bank of New York in connection with the related Swap Agreement.



     “Corporate Trust Office” means (i) with respect to the Indenture Trustee, the
principal office of the Indenture Trustee at which at any particular time its corporate trust
business shall be administered, which office at the Closing Date is located at 60 Wall Street 26th
Floor, Mailstop NYC60-2606, New York, New York 10005, Attention: Trust & Securities
Services/Structured Finance Services, telephone: (212) 250-8454, facsimile: (212) 797-8606 or at
such other address as the Indenture Trustee may designate from time to time by notice to the
Noteholders and the Depositor, or the principal corporate trust office of any successor Indenture
Trustee (the address of which the successor Indenture Trustee will notify the Noteholders, the
Administrator and the Depositor) and (ii) with respect to the Eligible Lender Trustee, the
principal corporate trust office of the Eligible Lender Trustee located at Christiana Center/OPS4,
500 Stanton Christiana Road, Newark, Delaware 19713, Attention: Corporate Trust Department
(telephone: (302) 552-6279;



Appendix A-1-16









 







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).



     “Credit Support Amount” has the meaning specified in the related Swap Agreement.



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



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



     “Custodian” means the DTC Custodian and/or the Non-U.S. Note Certificate Custodian,
which have the meanings specified in Section 2.1 of the Indenture.



     “Custody Account” means any account including any sub-accounts thereto, designated as
such, established and maintained pursuant to Section 2.12 of the Administration Agreement.



     “Custody Agreement” means any Custody Agreement entered into between the Trust and The
Bank of New York in connection with the related Swap Agreement.



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



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



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



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



Appendix A-1-17









 





     “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, “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



Appendix A-1-18









 





     (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 January 25, 2006.



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



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



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



Appendix A-1-19









 







insured by the FDIC. If so qualified, the Eligible Lender Trustee or the Indenture Trustee
may be considered an Eligible Institution.



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



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



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



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



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



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



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



Appendix A-1-20









 





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



     (h) Eligible Repurchase Obligations; and



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



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



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



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



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



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



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



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



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



Appendix A-1-21









 





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



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



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



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



     “European Clearing Systems” means Euroclear or Clearstream.



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



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



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



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



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



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



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



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



     “Exposure” has the meaning specified in the related Swap Agreement.



Appendix A-1-22









 





     “Extension Rate” means, for each Distribution Date following a Failed Remarketing if a
class of Reset Rate Notes is then in Foreign Exchange Mode, the rate of interest payable to each
related Currency Swap Counterparty, not to exceed Three-Month LIBOR plus 0.75%, unless the
Remarketing Agents, in consultation with the Administrator, determine that market conditions or
some other benefit to the Trust requires a higher rate; provided that in such case the
Rating Agency Condition is satisfied. The initial Extension Rate for the Class A-6 Notes and the
Class A-7A Notes under each related Initial Currency Swap Agreement is Three-Month LIBOR plus
0.75%.



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



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



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



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



     (d) 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 applicable Rating Agency Condition has not been satisfied; or



     (f) any of the conditions specified in Section 8 of the Remarketing Agreement are not
satisfied.



     “Failed Remarketing Rate” means, for any Reset Period and any class of Reset Rate
Notes then denominated in U.S. Dollars, Three-Month LIBOR plus 0.75%; and for any Reset Period and
any class of Reset Rate Notes then in Foreign Exchange Mode, as will be determined on the related
Spread Determination Date pursuant to the terms of the related Currency Swap Agreement. For each
initial Reset Period, the Failed Remarketing Rate for the Class A-6 Notes and for the Class A-7A
Notes will be Three-Month EURIBOR 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



Appendix A-1-23









 







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



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



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



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



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



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



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



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



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



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



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



Appendix A-1-24









 







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



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



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



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



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



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



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



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



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



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



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



Appendix A-1-25









 







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



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



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



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



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



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



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



X + [8 / 29 * (Y — X)]




     where:



X = Two-Month LIBOR or Two-Month EURIBOR, and

Y = Three-Month LIBOR or Three-Month EURIBOR, as applicable.




     “Initial Class A-6 Currency Swap Agreement” means the initial Currency Swap Agreement
relating to the Class A-6 Notes, dated as of November 15, 2005 between the Trust and the related
Initial Currency Swap Counterparty.



     “Initial Class A-7A Currency Swap Agreement” means the initial Currency Swap Agreement
relating to the Class A-7A Notes, dated as of November 15, 2005 between the Trust and the related
Initial Currency Swap Counterparty.



Appendix A-1-26









 





     “Initial Currency Swap Agreements” means the initial Currency Swap Agreements, the
first relating to the Class A-6 Notes, dated as of November 15, 2005, and the second relating to
the Class A-7A Notes, dated as of November 15, 2005 and each between the Trust and the related
Initial Currency Swap Counterparty.



     “Initial Currency Swap Counterparty” means either Credit Suisse First Boston
International or Deutsche Bank AG, New York Branch, as applicable.



     “Initial Cutoff Date” means November 15, 2005.



     “Initial Cutoff Date Pool Balance” means, as of the Initial Cutoff Date and with
respect to the Initial Trust Student Loans, $3,001,136,238.



     “Initial
Euro Exchange Rate” means an exchange rate of $1.1950 equal
to €1.00.



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



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



     “Initial Reset Date” means, for the Class A-6 Notes, the October 2012 Distribution
Date and, for the Class A-7A Notes, the January 2016 Distribution Date.



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



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



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



Appendix A-1-27









 





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



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



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



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



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



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



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



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



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



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



Appendix A-1-28









 





     “Investment Premium Purchase Account Release Amount” means, with respect to any
Distribution Date that is one year or less prior to a Reset Date relating to a class of Reset Rate
Notes for which funds are then on deposit in an Accumulation Account, the amount, if any, to be
withdrawn from the related Investment Premium Purchase Account so that the remaining funds on
deposit in such Investment Premium Purchase Account will be equal to the lesser of (a) 1.00% of the
amount on deposit in the related Accumulation Account, and (b) the amount then on deposit the
related Investment Premium Purchase Account; provided that on any Distribution Date that is
also a Reset Date for a class of Reset Rate Notes for which amounts are then on deposit in an
Accumulation Account, all Investment Premium Purchase Account Deposit Amounts relating to such
Accumulation Account that remain on deposit in the related Investment Premium Purchase Account will
become part of the related Investment Premium Purchase Account Release Amount on such Distribution
Date.



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



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



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



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



     “Letter of Credit Transaction” has the meaning specified in the related Swap
Agreement.



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



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



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



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



     “Liquidation Proceeds” means, with respect to any Liquidated Student Loan which became
a Liquidated Student Loan during the current Collection Period in accordance with the Servicer’s
customary servicing procedures, the moneys collected in respect of the liquidation



Appendix A-1-29









 







thereof from whatever source, other than Recoveries, net of the sum of any amounts expended by
the Servicer in connection with such liquidation and any amounts required by law to be remitted to
the Obligor on such Liquidated Student Loan.



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



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



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



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



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



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



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



     “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 November 15, 2005, 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 November 15, 2005, between the Trust and Deutsche Bank AG
London.



     “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-7A Maturity Date, the Class A-7B Maturity
Date or the Class B Maturity Date, as applicable.



Appendix A-1-30









 





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



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



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



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



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



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



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



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



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



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



     “Opinion of Counsel” means (i) with respect to the Trust, one or more written opinions
of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or
counsel to the Eligible Lender Trustee, the Trust, the Depositor or an Affiliate of the Depositor
and who shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be



Appendix A-1-31









 







addressed to the Indenture Trustee as Indenture Trustee, shall comply with any applicable
requirements of Section 11.1 of the Indenture and shall be in form and substance satisfactory to
the Indenture Trustee, and (ii) with respect to the Depositor, the Administrator or the Servicer,
one or more written opinions of counsel who may be an employee of or counsel to the Depositor, the
Administrator or the Servicer, which counsel shall be acceptable to the Indenture Trustee and the
Eligible Lender Trustee.



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



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



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



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



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



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



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



Appendix A-1-32









 





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



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



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



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



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



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



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



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



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



     “Posted Collateral” has the meaning specified in the related Swap Agreement.



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



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



Appendix A-1-33









 





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



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



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



     “Purchase Agreement” means either the SLM ECFC Purchase Agreement or the VG Funding
Purchase Agreement, each dated as of November 15, 2005.



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



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



Appendix A-1-34









 







Agreement, repurchased by VG Funding pursuant to Section 6 of the VG Funding Purchase
Agreement or sold to another eligible lender holding one or more Serial Loans with respect to such
Trust Student Loan pursuant to Section 3.11E of the Servicing Agreement.



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



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



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



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



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



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



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



     “Recoveries” means moneys collected from whatever source with respect to any
Liquidated Student Loan which was written off in prior Collection Periods or during the current



Appendix A-1-35









 







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, (ii) EURIBOR, four
major banks in the Euro-zone interbank market for deposits in Euros selected by the Administrator
and (iii) GBP-LIBOR, four major banks in the London interbank market for deposits in Pounds
Sterling selected by the Administrator.



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



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



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



     “Remarketing Agreement” means the Remarketing Agreement dated as of November 15, 2005
among the Remarketing Agents, the Administrator and the Trust, as amended or supplemented from time
to time.



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



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



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



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



     “Replacement Transaction” has the meaning specified in the related Swap Agreement.



Appendix A-1-36









 





     “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 $7,552,841.



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



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



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



     “Reset Rate Note” means any Class A-6 Note or Class A-7A 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-6 Notes and Class A-7A Notes.



     “Reset Rate Notes Maturity Date” means the Class A-6 Maturity Date or Class A-7A
Maturity Date, as applicable.



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



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



Appendix A-1-37









 





     “Sale Agreement” means the Sale Agreement Master Securitization Terms Number 1000,
dated as of November 15, 2005, among the Eligible Lender Trustee on behalf of the Trust, the Trust,
the Interim Eligible Lender Trustee and the Depositor, and the sale agreement or agreements entered
into thereunder.



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



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



     “Second Trigger” has the meaning specified in the related Swap Agreement.



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



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



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



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



     “Servicing Agreement” means the Servicing Agreement, dated as of November 15, 2005,
among the Trust, the Eligible Lender Trustee, the Servicer, the Administrator and the Indenture
Trustee.



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



     “SLM ECFC” means SLM Education Credit Finance Corporation.



     “SLM ECFC Purchase Agreement” means the Purchase Agreement Master Securitization Terms
Number 1000, dated as of November 15, 2005, among SLM ECFC, the Interim Eligible Lender Trustee and
the Depositor, as well as each purchase agreement entered into thereunder.



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



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



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



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



Appendix A-1-38









 





     (b) $4,531,704;



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



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



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



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



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



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



     “Statistical Cutoff Date” means October 24, 2005.



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



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



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



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



Appendix A-1-39









 





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



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



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



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



(a) the product of:





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




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




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



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



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



     “Supplemental Purchase Account Initial Deposit” means $9,818,772.66 which is equal to
the excess, if any, of (x) the Pool Balance as of the Statistical Cutoff Date over (y) the Initial
Cutoff Date Pool Balance; provided that such amount is not in excess of 5% of the Pool
Balance as of the Statistical Cutoff Date.



     “Supplemental Purchase Period” means the period beginning on the Closing Date and
ending ten (10) business days later on November 30, 2005.



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



     “Swap Agreement” means the applicable ISDA Master Agreement, and each related swap
schedule and/or Swap Confirmation with respect to each Initial Currency Swap Agreement and any
Currency Swap Agreement and/or Interest Rate Swap Agreement to be entered into from



Appendix A-1-40









 







time to time by the Administrator or the Eligible Lender Trustee in either case solely on
behalf of the Trust and an Eligible Swap Counterparty, pursuant to the terms and conditions set
forth in the Reset Rate Note Procedures.



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



     “Swap Counterparty” means each Eligible Swap Counterparty from time to time party to a
Swap Agreement including each Initial Currency Swap Counterparty (with respect to each Initial
Currency Swap Agreement).



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



     “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 any Swap Agreement terminates in
accordance with its terms.



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



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



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



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



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



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



Appendix A-1-41









 





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



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



Appendix A-1-42









 





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



     “Trust” means SLM Student Loan Trust 2005-9, a Delaware statutory trust established
pursuant to the Trust Agreement.



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



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



     “Trust Agreement” means the short-form trust agreement, dated as of October 25, 2005,
between the Depositor and the Eligible Lender Trustee, as amended and restated pursuant to an
Amended and Restated Trust Agreement, dated as of November 15, 2005 among the Depositor, the
Eligible Lender Trustee and the Indenture Trustee.



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



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



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



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



Appendix A-1-43









 





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



     “Two-Month EURIBOR” see Three-Month EURIBOR.



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



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



     “Underwriter” means each of Credit Suisse First Boston LLC, Deutsche Bank Securities
Inc., Banc of America Securities Limited, Banc of America Securities LLC, Credit Suisse First
Boston Europe Limited, Barclays Capital Inc., Merrill Lynch International, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, DEPFA BANK plc and Fortis Bank NV.



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



     “Valuation Date” has the meaning specified in the related Swap Agreement.



     “VG Funding” means VG Funding, LLC.



     “VG Funding Eligible Lender Trustee” means Chase Bank USA, National Association, a
national banking association, not in its individual capacity but solely as interim eligible lender
trustee for the benefit of VG Funding under the VG Funding Interim Trust Agreement.



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



     “VG Funding Purchase Agreement” means the Purchase Agreement Master Securitization
Terms Number 1000, dated as of November 15, 2005 among VG Funding, the VG Funding Interim Eligible
Trustee, the Interim Eligible Lender Trustee and the Depositor, as well as each purchase agreement
entered into thereunder.



Appendix A-1-44









 





APPENDIX A-2




RESET RATE NOTE PROCEDURES




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



     Section 2. Interest Rates; Principal Payments: (a) Each class of Reset Rate Notes
will bear interest for each related Reset Period at the rate set forth on Schedule A attached to
the related Reset Rate Note as determined in accordance with Section 2(b) below; provided
that during each initial Reset Period, each class of Reset Rate Notes will bear interest from the
Closing Date through and including the related Initial Reset Date at the rate set forth in the
first sentence of the definitions of “Class A-6 Rate,” and “Class A-7A Rate,” respectively.
Interest on each class of Reset Rate Notes shall be payable by the Trust with respect to each
Distribution Date at the priority level set forth in Section 2.8(d) of the Administration
Agreement; provided that if interest due to a class of Reset Rate Notes is payable through
a Swap Agreement, the related Swap Interest Payments will be payable by the Trust to the related
Swap Counterparty, and by the Swap Counterparty to the Trust (for payment to the related Reset Rate
Noteholders), as described in Section 10 below.



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



     (c) In the event that any class of Reset Rate Notes is reset (i) to bear (or continue to bear)
interest at a floating rate, (ii) to bear (or continue to bear) a fixed rate of interest and/or
(iii) to be denominated (or continue to be denominated) in a currency other than U.S. Dollars, and
the Remarketing Agents, in consultation with the Administrator determine that it would be in the
best interest of the Trust based on existing market conditions to enter into one or more Swap
Agreements, the Administrator will be responsible for arranging, on behalf of the Trust, one or
more Swap Agreements to hedge the basis risk and/or currency exchange risk (as applicable) and,
together with the Remarketing Agents, for selecting the Swap Counterparties thereto in accordance
with the procedures set forth in Section 10(d) below. No class of Reset Rate Notes will be reset
(or continue) to bear interest at a floating rate that is not based on LIBOR or a Commercial Paper
Rate, at a fixed rate or to be denominated in a currency other than U.S. Dollars unless one or more
Swap Agreements are entered into as of the related Reset Date that



Appendix A-2-1









 







results in the Rating Agency Condition being satisfied. In connection with each Swap
Agreement, the Remarketing Agents shall solicit bids from Eligible Swap Counterparties in
accordance with the procedures set forth in Section 10(d) below.



     (d) Each class of Reset Rate Notes shall be entitled either (i) to receive payments of
principal in reduction of its Outstanding Amount on each Distribution Date at the priority level
set forth in Section 2.8(f) of the Administration Agreement or (ii) if such class is then
structured not to receive a payment of principal until the end of the related Reset Period, to
receive allocations of principal at the priority level set forth in Section 2.8(f) of the
Administration Agreement on each Distribution Date; provided, however, that such
amounts referred to in this clause (ii) shall not be paid in reduction of the Outstanding Amount of
such class of Reset Rate Notes, and instead all such amounts shall be deposited into the related
Accumulation Account for payment to the related Reset Rate Noteholders or the related Currency Swap
Counterparty, as applicable, on or about the next related Reset Date as set forth in Section 11(a)
below.



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



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



     (c) If the related Clearing Agency or its respective nominee, as applicable, is no longer the
holder of record of the related class of Reset Rate Notes, the Administrator, or the Remarketing
Agents on its behalf, will send the related Reset Rate Noteholders, with a copy to the Indenture
Trustee and the Luxembourg Listing Agent, as applicable, the required notices



Appendix A-2-2









 







setting forth the information in Sections 3(a) and 3(b) above not less than fifteen nor more
than thirty calendar days prior to any Remarketing Terms Determination Date. In addition, in the
event that Definitive Notes evidencing an interest in any class of Reset Rate Notes are issued, the
Administrator shall cause the Note Registrar to provide to the relevant Reset Rate Noteholders and
the Luxembourg Listing Agent, as applicable, any additional procedures applicable to such Reset
Rate Notes while in definitive form.



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



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



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




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




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




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




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




     (v) the currency denomination;




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




     (vii) if in Foreign Exchange Mode, the identities of the Eligible Swap Counterparties
from which bids will be solicited;



Appendix A-2-3









 






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




     (ix) whether the applicable class will be structured to amortize periodically or to
receive a payment of principal only at the end of the related Reset Period;




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




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




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




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




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




     (xv) 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;




     (xvi) the applicable Day Count Basis;




     (xvii) the related All Hold Rate, if applicable;




     (xviii) 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




     (xix) any other relevant terms incidental to the foregoing (other than the related
Spread or fixed rate of interest, as applicable) for the next Reset Period;


provided that any interest rate mode, other than a floating rate based on LIBOR or a
Commercial Paper Rate, will require that the Rating Agency Condition be satisfied prior to the
delivery of the related Remarketing Terms Notice.




     (d) The Remarketing Agents will communicate all of the information established in Section 4(c)
above in the Remarketing Terms Notice required to be given in writing (including facsimile or other
electronic transmission if in accordance with each Clearing Agency’s standard procedures) to each
Clearing Agency (and the Luxembourg Stock Exchange if the Reset Rate Notes are then listed on such
exchange) or to the related Reset Rate Noteholders if Definitive Notes have been issued, as
applicable, the Indenture Trustee and the Rating Agencies on the Remarketing Terms Determination
Date.



     (e) In addition, prior to the Remarketing Terms Determination Date, the Administrator shall
cause the Schedule Replacement Order with respect to the related Reset Rate Notes to be delivered
to the Indenture Trustee, the Clearing Agencies and, if the related class of Reset Rate Notes is
then listed on the Luxembourg Stock Exchange, the Luxembourg Listing



Appendix A-2-4









 







Agent. Furthermore, the Administrator shall also prepare, on behalf of the Trust, a
preliminary Remarketing Prospectus, dated as of the Remarketing Terms Determination Date, setting
forth the relevant terms for the next Reset Period in addition to current information regarding the
pool of Trust Student Loans.



     Section 5. All Hold Rate: (a) On each Remarketing Terms Determination Date for a
class of Reset Rate Notes which is denominated in U.S. Dollars during both the then-current Reset
Period and the immediately following Reset Period, the Remarketing Agents, in consultation with the
Administrator, will establish the related All Hold Rate for that class of Reset Rate Notes. With
respect to any class of Reset Rate Notes that is either in Foreign Exchange Mode during the
then-current Reset Period or will be reset into Foreign Exchange Mode on the immediately following
Reset Date, all related Reset Rate Noteholders will be deemed to have tendered their Notes on the
related Reset Date, regardless of any desire by such Reset Rate Noteholders to retain their
ownership thereof, and no All Hold Rate will be applicable.



     (b) The All Hold Rate will only be applicable if 100% of the Reset Rate Noteholders of a class
deliver timely Hold Notices wherein they elect to hold their Reset Rate Notes for the next related
Reset Period. If applicable, the related interest rate for that class of Reset Rate Notes during
the immediately following Reset Period will not be less than the All Hold Rate. If the rate of
interest using the Spread or fixed rate of interest established on the Spread Determination Date is
higher than the All Hold Rate, then upon a successful remarketing of the related class of Reset
Rate Notes, all related Reset Rate Noteholders who delivered a Hold Notice agreeing to be subject
to the All Hold Rate instead will be entitled to the higher rate of interest during the immediately
following Reset Period.



     Section 6. Failed Remarketing: (a) With respect to each Reset Date for which the
holder of the related Call Option does not deliver the related Call Option Notice, a Failed
Remarketing will be declared by the Remarketing Agents and the provisions of this Section 6 will
apply if any of the conditions set forth in the definition of “Failed Remarketing” are applicable.
In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the
option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not
otherwise able to remarket or with respect to which a committed purchaser defaults on their
purchase obligations.



     (b) At any time a Failed Remarketing is declared: (i) all related Reset Rate Notes will be
retained by the related Reset Rate Noteholders on the related Reset Date, regardless of any deemed
mandatory or voluntary tenders made to the Remarketing Agents, (ii) the Failed Remarketing Rate for
such class of Reset Rate Notes will apply for the related Reset Period and (iii) a Reset Period of
three months will be established. In addition, if a class of Reset Rate Notes are in Foreign
Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and
(ii) shall also apply.



     (c) If there is a Failed Remarketing of a class of Reset Rate Notes, the related Reset Rate
Noteholders shall not be entitled to exercise any remedies as a result of the failure of their
class of Reset Rate Notes to be remarketed on the related Reset Date.



Appendix A-2-5









 





     Section 7. Call Option: (a) With respect to each Reset Date, the Depositor, as the
initial holder of the Excess Distribution Certificate, is hereby granted a Call Option for the
purchase of not less than 100% of the related class of Reset Rate Notes, exercisable at a price
equal to 100% of the Outstanding Amount of that class of Reset Rate Notes, less all amounts
distributed to the related Reset Rate Noteholders as a payment of principal with respect to the
related Distribution Date(s), plus any accrued and unpaid interest not paid by the Trust with
respect to the applicable Reset Date.



     (b) The Depositor, as the initial holder of the Excess Distribution Certificate, effective as
of the Closing Date, hereby transfers all of its right, title and interest in and to each Call
Option to SLM Education Credit Finance Corporation and then SLM Education Credit Finance
Corporation shall transfer all of its right, title and interest therein to SLM Investment
Corporation, which upon receipt thereof will dividend all of its right, title and interest in and
to each Call Option to SLM Corporation, and in acceptance of such transfer SLM Corporation also
hereby agrees to abide by all terms and conditions hereunder with respect to each Call Option as
set forth in these Reset Rate Note Procedures.



     (c) SLM Corporation may further transfer ownership of either Call Option at any time to one of
its Affiliates; provided that such permitted transferee has at no time in the past owned,
and is not obligated under either the Purchase Agreements or the Sale Agreement to transfer, an
interest in any of the Trust Student Loans.



     (d) A Call Option may be exercised with respect to the related class of Reset Rate Notes at
any time on or prior to the determination of the related Spread or fixed rate or the declaration of
a Failed Remarketing, as applicable, on the related Spread Determination Date by delivery of a Call
Option Notice; provided that such Call Option may not be exercised before the day following
the last Distribution Date immediately preceding the next applicable Reset Date. In addition, for
so long as the related class of Reset Rate Notes is listed on the Luxembourg Stock Exchange, the
holder of the related Call Option shall cause a notice of the exercise of the related Call Option
to be published in a leading newspaper having general circulation in Luxembourg (which is expected
to be d’Wort). Once written notice of the exercise of a Call Option is given, such exercise may
not be rescinded.



     (e) All amounts due and owing to the related Reset Rate Noteholders shall be remitted on or
before the related Reset Date by the holder of the related Call Option in accordance with the
standard procedures established by the Clearing Agencies for transfer of securities to ensure
timely payment of principal to the related Reset Rate Noteholders on the related Reset Date.



     (f) In the event that a Call Option is exercised with respect to a class of Reset Rate Notes
then in Foreign Exchange Mode, the holder of such Call Option shall deliver the U.S. Dollar
Equivalent Principal Amount remaining after all payments of principal are made with respect to the
related Distribution Date, and interest (if applicable) owing to the Reset Rate Noteholders to the
Remarketing Agents for delivery to the Swap Counterparties to the related Currency Swap Agreements,
who shall exchange such amount into the applicable currency for delivery to the related Reset Rate
Noteholders; provided, however, that if there are no such Currency Swap Agreements
then in effect, the holder of such Call Option shall remit all amounts



Appendix A-2-6









 







due and owing to the Remarketing Agents for delivery to the Reset Rate Noteholders in the
applicable currency on or before the Reset Date in accordance with the standard procedures
established by the related Clearing Agencies for transfer of securities to ensure timely payment of
principal to the related Reset Rate Noteholders on the related Reset Date.



     (g) If a Call Option is exercised with respect to any class of Reset Rate Notes, (i) the
interest rate on that class of Reset Rate Notes will be the Call Rate, (ii) that class of Reset
Rate Notes will be denominated in U.S. Dollars and (iii) a Reset Period of three months will be
established. At the end of such three month Reset Period, the holder of the related Call Option
may either remarket the related class of Reset Rate Notes pursuant to the remarketing procedures
set forth herein and in the Remarketing Agreement, or retain that class of Reset Rate Notes for one
or more successive three-month Reset Periods at the then-current Call Rate. In the event the
holder of the related Call Option chooses to remarket any class of Reset Rate Notes, such holder
shall be solely responsible for all costs and expenses relating to the preparation of any new
offering document and any other related costs and expenses associated with such remarketing, other
than the fees of the Remarketing Agents, as more fully set forth in Section 3 of the Remarketing
Agreement.



     (h) Other than in connection with the exercise of a Call Option, neither SLM Corporation, SLM
ECFC, VG Funding, the Trust or any of their Affiliates shall have the ability to purchase any Reset
Rate Notes tendered to the Remarketing Agents.



     Section 8. Hold Notice: For a class of Reset Rate Notes that is denominated in U.S.
Dollars during both the then-current Reset Period and the immediately following Reset Period, the
related Reset Rate Noteholders will have the option to deliver a Hold Notice to any Remarketing
Agent setting forth their desire to hold their Reset Rate Notes for the next Reset Period at a rate
of interest not less than the All Hold Rate and on the terms set forth in the related Remarketing
Terms Notice, at any time on or after the Remarketing Terms Determination Date until the Notice
Date. Such Hold Notice may be delivered as an oral statement to a Remarketing Agent, if
subsequently confirmed in writing within 24 hours, which confirmation may be in the form of an
e-mail if timely received by the Remarketing Agent. If a Reset Rate Noteholder does not timely
deliver a Hold Notice to a Remarketing Agent (such Hold Notice not to be considered delivered until
actually received by such Remarketing Agent), that Reset Rate Noteholder will be deemed to have
tendered for remarketing 100% of the Outstanding Amount of its related class of Reset Rate Notes.
Any duly delivered Hold Notice will be irrevocable, but will be subject to a mandatory tender of
the applicable Reset Rate Notes pursuant to any exercise of the related Call Option. All of the
Reset Rate Notes of an applicable class, whether tendered or not, will bear interest during any
related Reset Period on the same terms.



     Section 9. Spread Determination Date: (a) On each Spread Determination Date, unless
a Failed Remarketing has been declared or the holder of the related Call Option has delivered the
related Call Option Notice, the Administrator, the Trust and the Remarketing Agents will enter into
a Supplemental Remarketing Agency Agreement.



     (b) If pursuant to the Remarketing Terms Notice, the Remarketing Agents, in consultation with
the Administrator, have determined that a class of Reset Rate Notes is to be reset to bear a fixed
rate of interest, then the applicable fixed rate of interest for the



Appendix A-2-7









 







corresponding Reset Period will be determined on the Spread Determination Date by adding (i)
the applicable spread as determined by the Remarketing Agents on the Spread Determination Date and
(ii) the yield to maturity on the Spread Determination Date of the applicable fixed rate pricing
benchmark, selected by the Remarketing Agents, as having an expected weighted average life based on
a scheduled maturity at the next Reset Date, which would be used in accordance with customary
financial practice in pricing new issues of asset-backed securities of comparable average life;
provided that such fixed rate of interest will in no event be lower than the related All
Hold Rate, if applicable. The Remarketing Agents shall determine the applicable fixed rate of
interest for such class of Reset Rate Notes (by reference to the applicable fixed rate pricing
benchmark plus or minus the spread determined on the Remarketing Terms Determination Date) on each
Spread Determination Date irrespective of whether no remarketing will occur as the result of the
application of the All Hold Rate, if applicable. In addition, on the related Spread Determination
Date, the Remarketing Agents, in consultation with the Administrator, shall determine the
Supplemental Interest Account Deposit Amount, if any, for that class of Reset Rate Notes.



     (c) If pursuant to the Remarketing Terms Notice, the Remarketing Agents, in consultation with
the Administrator, have determined that a class of Reset Rate Notes is to be reset to bear a
floating rate of interest, then, on the related Spread Determination Date, the Remarketing Agents
will establish the applicable Spread to be added or subtracted from the applicable Index;
provided that such floating rate of interest will in no event be lower than the related All
Hold Rate, if applicable. In addition, on the related Spread Determination Date, the Remarketing
Agents, in consultation with the Administrator, shall determine the Supplemental Interest Account
Deposit Amount, if any, for that class of Reset Rate Notes.



     (d) If required pursuant to Section 2(c) above, on the related Reset Date the Trust shall
enter into either (i) one or more Currency Swap Agreements, if the related class of Reset Rate
Notes is to be reset in Foreign Exchange Mode, or (ii) one or more Interest Rate Swap Agreements if
the related class of Reset Rate Notes is to be reset in U.S. Dollars and to bear interest at a
fixed rate or at a floating rate other than one based on LIBOR or a Commercial Paper Rate, with an
Eligible Swap Counterparty.



     (e) On or immediately following the Spread Determination Date, the Remarketing Agents will
communicate in writing (including facsimile or other electronic transmission if in accordance with
each Clearing Agency’s standard procedures) the contents of the Spread Determination Notice to each
Clearing Agency (and the Luxembourg Stock Exchange if the related class of Reset Rate Notes is then
listed on such exchange) or the Reset Rate Noteholders if Definitive Notes have been issued, as
applicable, with instructions to distribute such notices to its related participants, or to the
related Reset Rate Noteholders, as applicable, the Indenture Trustee and the Rating Agencies. The
Spread Determination Date Notice will contain: (i) the determined Spread or fixed rate of interest,
as the case may be, or, if applicable, a statement that the All Hold Rate or the Failed Remarketing
Rate will be in effect for the immediately following Reset Period, (ii) any applicable currency
exchange rate, (iii) the identity of any selected Swap Counterparty or Counterparties, if
applicable, (iv) if applicable, the floating rate (or rates) of interest to be due to each selected
Swap Counterparty with respect to each Distribution Date during the immediately following Reset
Period and (v) any other information that the Administrator or the Remarketing Agents deem
applicable. Furthermore, for each class of Reset



Appendix A-2-8









 







Rate Notes to be reset in Foreign Exchange Mode, the currency exchange rate, the Extension
Rate due to each related Currency Swap Counterparty and the Failed Remarketing Rate applicable to
such class for the immediately following Reset Period will be determined pursuant to the terms of
the related Currency Swap Agreement and contained in the Spread Determination Notice. In addition,
if required for the immediately following Reset Period, on or before the related Spread
Determination Date the Administrator will arrange for new or additional securities identification
codes to be obtained as required. Furthermore, the Administrator, on behalf of the Trust, will
prepare the final Remarketing Prospectus, dated the Spread Determination Date, setting forth the
terms of the Reset Rate Notes for the upcoming Reset Period.



     Section 10. Swap Agreements:



     (a) If a class of Reset Rate Notes is to be reset in Foreign Exchange Mode, on the related
Reset Date, the Administrator will enter into (not in its individual capacity, but solely as
Administrator on behalf of the Trust) or will instruct the Eligible Lender Trustee to enter into
(not in its individual capacity, but solely as Eligible Lender Trustee) one or more Currency Swap
Agreements for the related Reset Period.




     (i) Each Currency Swap Counterparty which is party to a related Currency Swap Agreement
will be entitled to receive: (A) on the effective date of such Currency Swap Agreement, all
secondary market trade proceeds received from purchasers of the related class of Reset Rate
Notes in the applicable currency, (B) with respect to each applicable Distribution Date, (x)
an interest rate of Three-Month LIBOR, plus or minus a spread, as determined from the
bidding process described in Section 10(d) below (other than as may be interpolated for an
initial or final calculation period under that Currency Swap Agreement), multiplied by the
U.S. Dollar Equivalent Principal Amount of the related class of Reset Rate Notes, and
multiplied by a fraction determined by the number of days in the applicable Accrual Period
and the applicable Day Count Basis and (y) all payments of principal in U.S. Dollars that
are allocated to the related class of Reset Rate Notes; provided that if the related
class of Reset Rate Notes is then structured not to receive a payment of principal until the
end of the related Reset Period, all principal payments allocated to the Reset Rate Notes on
any Distribution Date will be deposited into the related Accumulation Account and paid to
the related Swap Counterparties on or about the next Reset Date as set forth in the related
Currency Swap Agreements (including all sums required to be deposited therein on the Reset
Date), but excluding all Investment Earnings thereon, and (C) on a Reset Date corresponding
to a successful remarketing or an exercise of the related Call Option, all U.S. Dollar
currency equivalent of all secondary market trade proceeds or proceeds from the exercise of
the related Call Option, as applicable, received from the Remarketing Agents directly from
purchasers of the related class of Reset Rate Notes (if in U.S. Dollars), from the new
Currency Swap Counterparty or Counterparties, as applicable (if in non-U.S. Dollar currency)
or from the holder of the related Call Option, as applicable. With respect to the Initial
Currency Swap Agreements, each applicable Initial Currency Swap Counterparty shall be
entitled to receive on the Closing Date in lieu of secondary market proceeds described in
clause (A) above, all applicable non-U.S. Dollar currency proceeds received by the Trust
from purchasers of the related Reset Rate Notes (which shall be net of any applicable
underwriting commission).



Appendix A-2-9









 






     (ii) In addition, each related Currency Swap Counterparty will be obligated to pay to
the Trust (for payment to the related Reset Rate Noteholders, if applicable): (A) on the
effective date of such Currency Swap Agreement, the U.S. Dollar equivalent of all secondary
market trade proceeds received from purchasers of the related Reset Rate Notes, (B) with
respect to each applicable Distribution Date, (x) their applicable percentage of the
applicable rate of interest on the related class of Reset Rate Notes multiplied by the U.S.
Dollar Equivalent Principal Amount of the related class of Reset Rate Notes and multiplied
by a fraction determined by the number of days in the applicable Accrual Period and the
applicable Day Count Basis, and (y) the applicable non-U.S. Dollar currency equivalent of
the U.S. Dollars such Swap Counterparty concurrently receives from the Trust as a payment of
principal allocated to the related class of Reset Rate Noteholders (including, on the
related Maturity Date for such class of Reset Rate Notes, if a Currency Swap Agreement is
then in effect, the remaining Outstanding Amount of such class of Reset Rate Notes) but only
to the extent that the required U.S. Dollar Equivalent Principal Amount is received from the
Trust on such date, at an exchange rate to be set on the effective date of and set forth in
the related Currency Swap Agreement, (C) on the second Business Day following a Distribution
Date that is also a Reset Date (other than for any Reset Period following a Reset Date upon
which a Failed Remarketing has occurred, up to and including the Reset Date resulting in a
successful remarketing or an exercise of the related Call Option) their applicable
percentage of interest at the interest rate from and including the related Reset Date to,
but excluding, the second Business Day following such Reset Date, and (D) on a related Reset
Date corresponding to a successful remarketing or an exercise of the related Call Option,
the applicable currency equivalent of all U.S. Dollar secondary market trade proceeds
received by the Trust from the purchasers of the related Reset Rate Notes or proceeds
received by the Trust from the exercise of the related Call Option, as applicable, at an
exchange rate to be set on the effective date of and set forth in the related Currency Swap
Agreement. With respect to each Initial Currency Swap Agreement, the related Initial
Currency Swap Counterparty shall be obligated to pay to the Trust on the Closing Date, in
lieu of the payments described in clause (A) above, the U.S. Dollar Equivalent Principal
Amount of the applicable non-U.S. Dollar currency received by the Trust from the sale of the
applicable class of Reset Rate Notes. For any Reset Period following a Reset Date upon
which a Failed Remarketing has occurred, up to any including the Reset Date resulting in a
successful remarketing or an exercise of the related Call Option for that class of Reset
Rate Notes, payments of interest and principal to that class of Reset Rate Noteholders will
be made on the second Business Day following the related Reset Date without the payment of
any additional interest.



     (b) [Reserved.]



     (c) On each Reset Date if a class of Reset Rate Notes is to be reset in U.S. Dollars, and a
Swap Agreement is required pursuant to Sections 2(c) and 9(d) above, then the Administrator will
enter into (not in its individual capacity, but solely as Administrator on behalf of the Trust) or
will instruct the Eligible Lender Trustee to enter into (not in its individual capacity, but solely
as Eligible Lender Trustee), one or more Interest Rate Swap Agreements for the next Reset Period to
facilitate the Trust’s ability to pay applicable interest at the related interest rate.



Appendix 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 related class of Reset Rate Notes and
multiplied by a fraction determined by the number of days in the applicable Accrual Period
and the applicable Day Count Basis.




     (ii) In addition, each related Swap Counterparty which is a party to a related Interest
Rate Swap Agreement will be obligated to pay to the Trust on each Distribution Date, the
applicable rate of interest on the related class of Reset Rate Notes multiplied by the
Outstanding Amount of the related class of Reset Rate Notes and multiplied by a fraction
determined by the number of days in the applicable Accrual Period and the applicable Day
Count Basis.



     (d) Other than with respect to the Initial Currency Swap Agreements, the Remarketing Agents,
in consultation with the Administrator, in determining the Swap Counterparty to each required Swap
Agreement, will solicit bids from at least three Eligible Swap Counterparties and will select the
lowest of these bids to provide the interest rate swap and/or currency exchange swap(s). If the
lowest bidder specifies a notional amount that is less than the Outstanding Amount of the related
class of Reset Rate Notes, the Remarketing Agents, in consultation with the Administrator, may
select more than one Eligible Swap Counterparty, but only to the extent that such additional
Eligible Swap Counterparties have provided the next lowest received bid or bids, and enter into
more than one Swap Agreement that result in the Rating Agency Condition being satisfied.



     (e) Other than with respect to the Initial Currency 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 or
the Remarketing Agents, for any Reset Period where either the related Call Option has been
exercised or a Failed Remarketing has been declared.



     (f) Each Currency Swap Agreement will terminate at the earliest to occur of (i) the next
succeeding Reset Date for which there is a successful remarketing, (ii) the Reset Date for which
the related Call Option is exercised, (iii) the Distribution Date on which the Outstanding Amount
of the related class of Reset Rate Notes is reduced to zero (including as the result of the
optional purchase of the remaining Trust Student Loans by the Servicer or an auction of the Trust
Student Loans by the Indenture Trustee) or (iv) the Maturity Date of the related class of Reset
Rate Notes. No Currency Swap Agreement will terminate solely due to the declaration of a Failed
Remarketing. Each Interest Rate Swap Agreement will terminate on the earliest to occur of the next
Reset Date, or the occurrence of an event specified in clause (iii) or (iv) above.



     (g) With respect to each Currency Swap Agreement, and in the event that a Failed Remarketing
is declared, the rate of interest due to each related Currency Swap Counterparty from the Trust on
each Distribution Date will be increased to the Extension Rate and the rate due to the Trust from
each related Currency Swap Counterparty will change to equal the Failed Remarketing Rate.



Appendix A-2-11









 





     Section 11. Accumulation Accounts; Supplemental Interest Accounts: (a) If, on any
Distribution Date, principal would be payable to a class of Reset Rate Notes which is then
structured not to receive a payment of principal until the end of the related Reset Period, that
principal (subject to sufficient Available Funds therefor) will be allocated to that class of Reset
Rate Notes and deposited into the related Accumulation Account, where it will remain until the next
Reset Date for that class (except that if a class of Reset Rate Notes is in Foreign Exchange Mode,
principal will be paid according to the provisions of Sections 10(a)(i) and (a)(ii) above), unless
an Event of Default under the Indenture or a sale of the Trust Estate pursuant to Section 6.1 of
the Administration Agreement has occurred (in which case the Indenture Trustee will distribute all
sums on deposit therein (exclusive of Investment Earnings) to the related Reset Rate Noteholders in
accordance with the provisions of Section 5.4(b) of the Indenture or Section 6.1 of the
Administration Agreement, as applicable).



     (b) On each Reset Date, for a class of Reset Rate Notes that was structured during the
preceding Reset Period not to receive a payment of principal until the end of the related Reset
Period, all sums, if any, then on deposit in the related Accumulation Account, including any
allocation of principal made on the same date, but less any Investment Earnings, will be
distributed by the Indenture Trustee, at the direction of the Administrator, as set forth in
Section 2.8 of the Administration Agreement, (x) to the holders of that class of Reset Rate Notes,
as of the related Record Date, or (y) if a class of Reset Rate Notes is then in Foreign Exchange
Mode (including during the related initial Reset Period), to the related Currency Swap Counterparty
or Counterparties for the benefit of such Reset Rate Noteholders as of the Record Date pursuant to
the provisions of Section 10(a)(i) and (a)(ii) above, in reduction of principal of such Reset Rate
Notes; provided that in the event on any Distribution Date the amount on deposit in the
related Accumulation Account (excluding any Investment Earnings) would equal the Outstanding Amount
of that class of Reset Rate Notes, no additional amounts will be deposited into the related
Accumulation Account and all amounts therein, less any Investment Earnings, will be distributed by
the Indenture Trustee, at the direction of the Administrator, as set forth in Section 2.8 of the
Administration Agreement, on the next related Reset Date to the related Reset Rate Noteholders or
the related Currency Swap Counterparty or Counterparties (as applicable), and on such Reset Date
that class of Reset Rate Notes will no longer be Outstanding. Amounts on deposit in an
Accumulation Account (exclusive of Investment Earnings) may be used only to pay principal on the
related class of Reset Rate Notes (or to the related Currency Swap Counterparty or Counterparties)
and for no other purpose. On each Distribution Date, all Investment Earnings on deposit in an
Accumulation Account will be withdrawn by the Indenture Trustee, at the direction of the
Administrator and deposited into the Collection Account.



     (c) The Indenture Trustee, subject to sufficient available funds therefor, at the direction of
the Administrator and pursuant to Section 2.10(d)(ii) of the Administration Agreement, will deposit
into a Supplemental Interest Account, the related Supplemental Interest Account Deposit Amount. On
each Distribution Date, all sums (which shall include Investment Earnings) on deposit in each
Supplemental Interest Account will be withdrawn by the Indenture Trustee, at the direction of the
Administrator, as set forth in Section 2.10(d)(iii) of the Administration Agreement, and deposited
into the Collection Account.



     Section 12. Remarketing Agents; Remarketing Fee Account: (a)The initial Remarketing
Agents, appointed pursuant to the terms of the Remarketing Agreement, are Credit



Appendix A-2-12









 







Suisse First Boston LLC and Deutsche Bank Securities Inc. The terms and conditions of the
Remarketing Agreement will govern the duties and obligations of the Remarketing Agents. The
Administrator, the Trust and the Remarketing Agents will enter into on each (A) related Remarketing
Terms Determination Date and a related Remarketing Agency Agreement, in form and substance
substantially the same as Appendix B to the Remarketing Agreement, unless (i) a Failed Remarketing
is declared, or (ii) the holder of the related Call Option has delivered the related Call Option
Notice on or prior to such date; and (B) related Spread Determination Date, a Supplemental
Remarketing Agency Agreement, in form and substance substantially the same as Appendix C to the
Remarketing Agreement, unless (i) a Failed Remarketing is declared, (ii) the holder of the related
Call Option has delivered the related Call Option Notice on or prior to such date, or (iii) if
applicable, 100% of the related Reset Rate Noteholders have timely delivered a Hold Notice and the
All Hold Rate will apply for the next related Reset Period.



     (b) [Reserved.]



     (c) Excluding all Reset Rate Notes of a class for which a Remarketing Agent has received a
timely delivered Hold Notice, if applicable (or if the holder of the related Call Option has
delivered the related Call Option Notice), on the Reset Date that commences each Reset Period, each
related Reset Rate Note will be automatically tendered, or deemed tendered, to the relevant
Remarketing Agent for remarketing by such Remarketing Agent on the Reset Date at 100% of its
Outstanding Amount. If the related class of Reset Rate Notes is held in book-entry form, 100% of
the Outstanding Amount of such Reset Rate Notes will be paid by the Remarketing Agents in
accordance with the standard procedures of the applicable Clearing Agencies.



     (d) The Remarketing Agents will attempt, on a reasonable efforts basis and in accordance with
the terms and conditions of the Remarketing Agreement and the related Remarketing Agency Agreement,
to remarket the tendered Reset Rate Notes of the applicable class at a price equal to 100% of the
Outstanding Amount of the related class of Reset Rate Notes so tendered.



     (e) Purchasers of the related class of Reset Rate Notes will be credited with their positions
on the applicable Reset Date with respect to positions held through DTC or on the next Business Day
with respect to positions held through the European Clearing Systems. No payment delay to existing
Reset Rate Noteholders holding U.S. Dollar-denominated Reset Rate Notes through DTC will occur on
the related Reset Date for any class of Reset Rate Notes denominated in U.S. Dollars during the
immediately following Reset Period.



     (f) Each of the Remarketing Agents, in its individual or any other capacity, may buy, sell,
hold and deal in any class of Reset Rate Notes, including, but not limited to, purchasing any
tendered Reset Rate Notes as part of the remarketing process. Any Remarketing Agent that owns a
Reset Rate Note may exercise any vote or join in any action which any beneficial owner of such
class of Reset Rate Notes may be entitled to exercise or take with like effect as if it did not act
in any capacity under the Remarketing Agreement or Remarketing Agency Agreement. Any Remarketing
Agent, in its individual capacity, either as principal or agent, may also engage in or have an
interest in any financial or other transaction with the Trust, the Depositor, the Servicer, the
Indenture Trustee (in its individual capacity), the Eligible Lender Trustee (in its



Appendix A-2-13









 







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 a class of Reset Rate Notes in the amount set
forth in the Remarketing Agreement and the related Remarketing Agency Agreement. Subject to the
terms and conditions set forth in the Remarketing Agreement, the Administrator, in its sole
discretion, may change the Remarketing Agents for any class of Reset Rate Notes for any Reset
Period at any time on or before the related Remarketing Terms Determination Date. In addition, the
Administrator will appoint one or more additional Remarketing Agents, if necessary, for a Reset
Date when the related class of Reset Rate Notes will be remarketed in a non-U.S. Dollar currency.
Furthermore, a Remarketing Agent may resign at any time; provided that no resignation may
become effective on a date that is later than 15 Business Days prior to a Remarketing Terms
Determination Date.



     (h) In accordance with Section 2.3(i) of the Administration Agreement, on the Closing Date,
the Trust will establish the Remarketing Fee Account as an asset of the Trust in the name of the
Indenture Trustee, for the benefit of the Remarketing Agents and the Reset Rate Noteholders. The
fees associated with each successful remarketing will be payable directly to the Remarketing Agents
from amounts on deposit from time to time in the Remarketing Fee Account. On each applicable
Distribution Date, Available Funds will be deposited into the Remarketing Fee Account, in the
priority set forth in Section 2.8(c) of the Administration Agreement, in an amount up to the
Quarterly Funding Amount; provided that if the amount on deposit in the Remarketing Fee
Account, after the payment of any remarketing fees therefrom, exceeds the sum of the Reset Period
Target Amount for all classes of Reset Rate Notes, such excess will be withdrawn on the related
Distribution Date, deposited into the Collection Account and included in Available Funds for that
Distribution Date. All Investment Earnings on deposit in the Remarketing Fee Account will be
withdrawn on the next Distribution Date, deposited into the Collection Account and included in
Available Funds for that Distribution Date. In the event that the fees owed to any Remarketing
Agent on a Reset Date exceeds the amount then on deposit in the Remarketing Fee Account, such
shortfall shall be paid from Available Funds on future Distribution Dates in the priority set forth
in Section 2.8(n) of the Administration Agreement. The Trust shall also be responsible for certain
remarketing costs and expenses to the extent set forth in Section 3 of the Remarketing Agreement,
which shall be paid on each Distribution Date, to the extent of Available Funds, at the priority
set forth in Section 2.8(o) of the Administration Agreement.



     Section 13. Eligible Lender Trustee: The Eligible Lender Trustee is hereby authorized
and directed to execute and deliver, not in its individual capacity, but solely as Eligible Lender
Trustee on behalf of the Trust, the Remarketing Agreement, any Swap Agreements (including the
Initial Currency Swap Agreements) and any required supplement, amendment or replacement thereof,
and all Remarketing Agency Agreements and Supplemental Remarketing Agency Agreements as the
Administrator, in writing and from time to time, shall instruct the Eligible Lender Trustee to
execute. The Eligible Lender Trustee shall not be liable to any party, any third



Appendix A-2-14









 







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.



Appendix A-2-15









 





SCHEDULE A




Schedule of Trust Student Loans




[See Schedule A to the Bill of Sale




(Attachment C to the Sale Agreement)]




Schedule A




 









 








SCHEDULE B




Location of Trust Student Loan Files




(See Attachment B to the Servicing Agreement)



 Schedule B



 









 









EXHIBIT A




Forms of Notes




Exhibit A




 









 








EXHIBIT B




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




Exhibit B




 









 








EXHIBIT C




Form of Note Depository Agreement for Notes Denominated in a

Currency Other than U.S. Dollars




Exhibit C