S-3

As filed with the Securities and Exchange Commission on August 30, 2013

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________

SLM FUNDING LLC

SLM EDUCATION CREDIT FUNDING LLC

(Exact name of registrants as specified in their charters)

Delaware (State or other jurisdiction of incorporation or organization) 6189 (Primary Standard Industrial Classification Code Number) 04-3480392 (I.R.S. employer identification no.)

2001 Edmund Halley Drive

Reston, VA 20191

(703) 810-3000

(Address, including zip code, and telephone number, including area code,

of each registrant’s principal executive offices)

Eric Watson, Esquire

2001 Edmund Halley Drive

Reston, Virginia 20191

(703) 810-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Reed D. Auerbach, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022 (212) 705-7000   Cheryl Barnes, Esquire Cadwalader, Wickersham & Taft LLP 1201 F Street, N.W., Suite 1100 Washington, D.C. 20004 (202) 862-2200

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:   o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box:   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   o

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer                        o                                            Accelerated filer     o

Non-accelerated filers                         x                                            Smaller reporting company    o

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Per Unit Offering Price	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee (2)
Student Loan-Backed Securities	$2,000,000(3)(4)(5)	100%	$2,000,000	$272.80(6)

(1)	Estimated solely for the purposes of calculating the registration fee.
(2)	Calculated pursuant to Rule 457 of the Securities Act of 1933.
(3)	Includes an indeterminate amount of securities offered or sold in a remarketing transaction in connection with a reset date.
(4)	This registration statement also includes securities offered or sold by SLM Corporation (or one of its subsidiaries) following any exercise of a related call option, which offers or sales will be treated as an original issuance for purposes of payment of registration fees.
(5)	This registration statement also includes securities offered or sold by SLM Funding LLC relating to certain classes of previously registered auction rate notes that have been acquired by one or more affiliates of the registrants in open market transactions and were originally issued by securitization trusts sponsored by either of the registrants, which offers or sales will be treated as an original issuance for purposes of payment of registration fees.
(6)	SLM Funding LLC is paying $136.40 of the registration fee and SLM Education Credit Funding LLC is paying $136.40 of the registration fee.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

THIS REGISTRATION STATEMENT CONTAINS (I) A FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING BY SLM PRIVATE EDUCATION LOAN TRUSTS OF THE PARTICULAR SERIES OF PRIVATE EDUCATION STUDENT LOAN-BACKED SECURITIES DESCRIBED THEREIN, (II) A FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING BY SLM STUDENT LOAN TRUSTS OF THE PARTICULAR SERIES OF FEDERALLY GUARANTEED STUDENT LOAN-BACKED SECURITIES DESCRIBED THEREIN, (III) A FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE RE-OFFERING BY SLM FUNDING LLC OF CERTAIN OUTSTANDING CLASSES OF PREVIOUSLY REGISTERED AUCTION-RATE NOTES (WHERE EITHER SLM FUNDING LLC OR SLM EDUCATION CREDIT FUNDING LLC WAS THE APPLICABLE ORIGINAL REGISTRANT) THAT HAVE BEEN ACQUIRED BY AFFILIATES OF THE REGISTRANTS IN VARIOUS OPEN MARKET TRANSACTIONS, AND (IV) A FORM OF PROSPECTUS RELATING TO THE OFFERING OF A SERIES OF STUDENT LOAN-BACKED SECURITIES BY VARIOUS ISSUING ENTITIES CREATED FROM TIME TO TIME BY SLM FUNDING LLC.  THE FORMS OF PROSPECTUS SUPPLEMENT RELATE ONLY TO THE SECURITIES DESCRIBED THEREIN AND ARE FORMS WHICH, AMONG OTHERS, MAY BE USED BY SLM FUNDING LLC TO OFFER BOTH PRIVATE EDUCATION AND FEDERALLY GUARANTEED STUDENT LOAN-BACKED SECURITIES UNDER THIS REGISTRATION STATEMENT.

In addition, if and to the extent required by applicable law, the Prospectus and the related Prospectus Supplement will also be used after the completion of the related offering in connection with certain offers and sales related to market-making transactions in the offered securities.  In order to register under Rule 415 those securities which may be offered and sold in market-making transactions, the appropriate box on the cover page of the registration statement has been checked and the undertakings required by Item 512(a) of Regulation S-X have been included in Item 17 of Part II.

[FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING BY SLM PRIVATE EDUCATION LOAN TRUSTS OF THE PARTICULAR SERIES OF PRIVATE EDUCATION STUDENT LOAN-BACKED SECURITIES DESCRIBED THEREIN]

This document is subject to completion and amendment.  This document does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be a sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.  The definitive terms of the transaction described herein will be described in the final version of this document.

Subject to completion, dated [____] [__], 2013

Prospectus Supplement to Base Prospectus dated ________ __, 20__

$__________

SLM Private Education Loan Trust 20[__]-[_]

Issuing Entity

SLM Funding LLC

Depositor

Sallie Mae, Inc.

Sponsor, Servicer and Administrator

Student Loan-Backed Notes

On ________ __, 20__, the trust will issue:

Class	Principal	Interest Rate	Maturity
Floating Rate Class A-1 Notes	$	Prime Rate plus       %
Floating Rate Class A-2 Notes	$	[One]-Month LIBOR plus       %
Floating Rate Class B Notes	$	[One]-Month LIBOR plus       %

The trust will make payments primarily from collections on a pool of private education loans.  Private education loans are education loans generally made to students or parents of students that are not guaranteed or reinsured under the Federal Family Education Loan Program or any other federal student loan program.  Interest on and principal of the notes will be payable on the [15]th day of each calendar month, beginning in ______, 20__.  In general, the trust will pay principal, sequentially, to the class A-1 and class A-2 notes, in that order, until each class is paid in full, and then, to the class B notes until such class is paid in full.  Interest on the class B notes will be subordinate to interest on the class A notes and principal of the class B notes will be subordinate to both principal and interest on the class A notes.  Credit enhancement for the notes consists of overcollateralization, cash on deposit in a reserve account and subordination of the class B notes to the class A notes, as described in this prospectus supplement.  In addition, the trust will deposit funds, on the closing date, into a cash capitalization account.  These funds will be available only for a limited period of time.  [The trust will also enter into an interest rate swap agreement on the closing date.]  The interest rate on the class A-1 notes will be determined by reference to the prime rate and the interest rate on the class A-2 and class B notes will be determined by reference to LIBOR.  A description of how the prime rate and LIBOR are determined appears under “Description of the Notes—Interest” in this prospectus supplement.

We are offering the notes through the underwriters at the prices shown below, when and if issued.  Application has been made for the notes to be listed on the Official List of the Luxembourg Stock Exchange and to be traded on the Luxembourg Stock Exchange’s Euro MTF Market.

We are not offering the notes in any state or other jurisdiction where the offer is prohibited.

[All]/ [A portion] of the class B notes will be retained by the depositor or an affiliate.  This prospectus supplement also covers the resale of the class B notes from time to time by the depositor or an affiliate.

You should consider carefully the risk factors on page S-[__] of this prospectus supplement and on page [__] of the base prospectus. The notes are asset-backed securities issued by and are obligations of the issuing entity, which is a trust. They are not obligations of or interests in the sponsor, administrator, servicer, depositor, any seller or any of their affiliates. The notes are not guaranteed or insured by the United States or any governmental agency.	Underwriting                          Proceeds to                                                           Price to Public                               Discount                            the Depositor Per Floating Rate Class A-1 Note                                                                       %                                              %                                              % Per Floating Rate Class A-2 Note                                                                       %                                              %                                              % Per Floating Rate Class B Note[*]                                                                      %                                              %                                              % [*For the amount of class B notes retained by the depositor or an affiliate, the underwriting discount will be     % and proceeds to the depositor will be     % with no selling concession or reallowance.] [INCLUDED ONLY IF TRANCHE IS RETAINED BY DEPOSITOR] We expect the proceeds to the depositor in respect of the notes to be $before deducting expenses payable by the depositor estimated to be $and certain deposits to be made by the trust. Neither the SEC nor any state securities commission has approved or disapproved the securities or determined whether this supplement or the base prospectus is accurate or complete.  Any contrary representation is a criminal offense.
	_______________ [Joint Book-Runners]
	[_______]		[_______]		[_______]
	_______________ [Co-Managers]
	[_______]	[_______]		[_______]		[_______]
			_______________  _______ __, 20___

TABLE OF CONTENTS

Prospectus Supplement

	Page
Summary of Terms	S-1
·       Issuing Entity	S-1
·       Depositor	S-1
·       Sponsor, Servicer and Administrator	S-1
·       Indenture Trustee and Paying Agent	S-1
·       Trustee	S-1
·       Delaware Trustee	S-1
·       The Notes	S-1
Class A Notes:	S-1
Class B Notes:	S-1
·       Dates	S-2
·       Information About the Notes	S-2
·       Administrator	S-5
·       Luxembourg Paying Agent	S-5
·       Information About the Trust	S-5
Formation of the Trust	S-5
Its Assets	S-6
·       Administration of the Trust	S-9
Distributions	S-9
	S-10
Transfer of the Assets to the Trust	S-11
Servicing of the Assets	S-11
Compensation of the Servicer	S-11
·       Termination of the Trust	S-12
Optional Redemption of the Notes	S-12
Optional Purchase of the Trust Student Loans	S-13
Auction of Trust Assets	S-13
·       [Swap Agreement]	S-14
·       [Revolving Period]	S-15
·       [Prefunding Period]	S-15
·       Excess Distribution Certificateholder	S-15
·       Capital Requirements Directive Article 122a and RC Certificateholder	S-15
·       Tax Considerations	S-16
·       ERISA Considerations	S-16
·       [Ratings of the Notes]	S-17
·       Listing Information	S-17
·       Risk Factors	S-17
·       Identification Numbers	S-17
Risk Factors	S-18
·       Federal Financial Regulatory Legislation Could Have An Adverse Effect On SLM Corporation, The Sponsor, The Servicer, The Depositor, The Sellers And The Trust, Which Could Result In Losses Or Delays In Payments On Your Notes	S-18
·       The Notes Are Subject To Optional Redemption By The Trust	S-19
·       The Notes Are Not Suitable Investments For All Investors	S-21
·       Regulatory Initiatives May Result In Increased Regulatory Capital Requirements And/Or Decreased Liquidity In Respect Of The Notes	S-21
·       Sequential Payment Of The Class A Notes Results In A Greater Risk Of Loss For Some Holders	S-23
·       Subordination Of The Class B Notes And Sequential Payment Of The Notes Result In A Greater Risk Of Loss For Class B Noteholders	S-23
·       Investors In The Class B Notes Bear Greater Risk Of Loss Because The Priority Of Payment Of Interest And The Timing Of Principal Payments On The Class B Notes May Change Due To The Variability Of Cashflows	S-24
·       Certain Credit And Liquidity Enhancement Features Are Limited And If They Are Depleted, There May Be Shortfalls In Distributions To Noteholders	S-25
·       The Characteristics Of The Trust Student Loans May Change	S-25
·       The Trust Will Not Have The Benefit Of Any Guarantees Or Insurance On The Trust Student Loans	S-25
·       Failure To Pay Interest On The Class B Notes Is Not An Event Of Default For So Long As Any Class A Notes Are Outstanding	S-26
·       The Occurrence Of An Event Of Default Under The Indenture May Delay Payments On The Class B Notes	S-26
·       Class B Noteholders May Not Be Able To Direct The Indenture Trustee Upon An Event Of Default Under The Indenture	S-26
·       [Your Notes Will Have A Degree Of Basis Risk, Which Could Compromise The Trust’s Ability To Pay Principal And Interest On Your Notes, And The Swap Agreement Does Not Eliminate All Of This Basis Risk]	S-27
·       Risk Of Bankruptcy Discharge Of Private Education Loans	S-28
·       School Closures And Unlicensed Schools May Result In Losses On Your Notes	S-28
·       Certain Actions Can Be Taken Without Noteholder Approval	S-29

ii

·       The Bankruptcy Of The Servicer Could Delay The Appointment Of A Successor Servicer Or Reduce Payments On Your Notes	S-30
·       The Trust May Be Affected By Delayed Payments From Borrowers Called To Active Military Service	S-30
·       [Retention Of The Class B Notes By The Depositor Or An Affiliate May Reduce The Liquidity Of The Class B Notes]	S-30
·       The Notes May Be Assigned Lower Ratings Than Those Described In This Prospectus Supplement By Different Rating Agencies	S-30
·       Illiquid Market Conditions May Occur from Time to Time	S-31
·       [The Interests Of The Swap Counterparty May Differ From Those Of The Noteholders]	S-32
Defined Terms	S-33
Formation of the Trust	S-33
·       The Trust	S-33
·       Capitalization of the Trust	S-34
·       Depositor	S-35
·       Trustee	S-35
·       Indenture Trustee and Paying Agent	S-36
·       Delaware Trustee	S-37
Appendix A Tables	S-37
Use of Proceeds	S-38
The Trust Student Loan Pool	S-39
·       General	S-39
·       Eligible Trust Student Loans	S-39
·       Additional Seller	S-39
·       Certain Expenses	S-40
·       Characteristics of the Trust Student Loans	S-40
·       Insurance of Student Loans	S-40
·       Cure Period for Trust Student Loans	S-40
[Recent Developments]	S-40
Description of the Notes	S-40
·       General	S-40
·       Interest	S-41
·       Notice of Interest Rates	S-42
·       Trust Accounts and Eligible Investments	S-42
·       Principal	S-44
Optional Interest Rate Reduction	S-46
·       Class RC Certificate	S-46
·       Distributions	S-46
·       Priority of Payments Following Certain Events of Default Under the Indenture	S-49
·       Voting Rights and Remedies	S-50
·       Cash Capitalization Account	S-51
·       Credit Enhancement	S-51
·       Potential Future Interest Rate Cap Agreement	S-52
·       Administration Fee	S-53
·       Servicing Compensation	S-53
·       Trust Fees	S-54
·       Optional Redemption of the Notes	S-54
·       Optional Purchase	S-55
·       Auction of Trust Assets	S-55
Static Pools	S-56
Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes	S-57
[Swap Agreement]	S-58
[Revolving Period]	S-61
[Prefunding Period]	S-61
Pool Asset Review	S-61
U.S. Federal Income Tax Consequences	S-64
European Union Directive on the Taxation of Savings Income	S-65
ERISA Considerations	S-65
Accounting Considerations	S-67
Reports To Noteholders	S-67
Notice to Investors	S-67
Listing Information	S-69
Underwriting	S-70
[Ratings of the Notes]	S-72
Compliance With Article 122a of the Capital Requirements Directive	S-72
Legal Matters	S-73
Glossary For Prospectus Supplement	S-74
Annex A: Characteristics of the Trust Student Loan Pool	A-1
Exhibit I:  Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes	I-1
Appendix I: Periodic Default Percentages for Career Training Loans	Ap A-1

iii

TABLE OF CONTENTS

Base Prospectus

	Page
Prospectus Summary	8
Risk Factors	21
Formation of the Issuing Entities	45
Use of Proceeds	47
The Depositor	48
The Auction Rate Notes Depositor	50
The Sponsor, Servicer and Administrator	50
The Sellers	52
The Student Loan Pools	53
The Companies’ Student Loan Financing Business	56
Transfer and Servicing Agreements	67
Servicing and Administration	71
Trading Information	84
Description of the Notes	86
Additional Information Regarding the Notes	93
Certain Legal Aspects of the Student Loans	137
U.S. Federal Income Tax Consequences	143
European Union Directive on the Taxation of Savings Income	156
State Tax Consequences	157
ERISA Considerations	157
Available Information	160
Reports to Noteholders	160
Incorporation of Documents by Reference	161
The Plan of Distribution	161
Legal Matters	164
Appendix A: Federal Family Education Loan Program	A-1
Appendix B:  Undergraduate and Graduate Loan Programs	B-1
Appendix C:  Law Loan Programs	C-1
Appendix D:  MBA Loan Programs	D-1
Appendix E:  Medical Loan Programs	E-1
Appendix F:  Dental Loan Programs	F-1
Appendix G:  Direct-to-Consumer Loan Programs	G-1
Appendix H:  Private Consolidation Loan Program	H-1
Appendix I:  Career Training Loan Program	I-1
Appendix J:  EFG Loan Programs	J-1
Appendix K:  Smart Option Student Loan Program	K-1
Appendix L: Global Clearance, Settlement and Tax Documentation Procedures	L-1

iv

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT

AND THE BASE PROSPECTUS ATTACHED HERETO

We provide information to you about the notes in two separate sections of this document that provide progressively more detailed information.  These two sections are:

· the accompanying base prospectus, which begins after this prospectus supplement and provides general information, some of which may not apply to your particular class of notes; and

· this prospectus supplement, which describes the specific terms of the notes being offered.

We have not authorized anyone to provide you with different information.

You should read both the base prospectus and this prospectus supplement to understand the notes.

For your convenience, we include cross-references in this prospectus supplement and in the base prospectus to captions in these materials where you can find related information.

NOTICE TO INVESTORS

The notes may not be offered or sold to persons in the United Kingdom in a transaction that results in an offer to the public within the meaning of the securities laws of the United Kingdom.

__________________________

Application will be made for the notes to be listed on the Official List of the Luxembourg Stock Exchange and to be traded on the Luxembourg Stock Exchange’s Euro MTF Market.  We cannot assure you that the application will be granted. You should consult with [_________], the Luxembourg listing agent for the notes, to determine their status.  This prospectus supplement and the base prospectus may be used only for the purposes for which they have been published.

FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items.  These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words.  Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results.  Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond our control.  Because we cannot predict the future, what actually happens may be very different from what is contained in our forward-looking statements.

v

vi

vii

SUMMARY OF TERMS

This summary highlights selected information about the notes.  It does not contain all of the information that you might find important in making your investment decision.  It provides only an overview to aid your understanding and is qualified by the full description of the information contained in this prospectus supplement and the attached base prospectus.  You should read the full description of this information appearing elsewhere in this document and in the base prospectus to understand all of the terms of the offering of the notes.

ISSUING ENTITY

SLM Private Education Loan Trust 20[__]-[_], which is a Delaware statutory trust.  It was formed on ________ __, 20__, under a short-form trust agreement dated the same date.  Its principal address is in care of the trustee, at  [________________].  We sometimes refer to the issuing entity as the trust.

DEPOSITOR

SLM Funding LLC, which is a Delaware limited liability company.  Its principal address is 2001 Edmund Halley Drive, Reston, Virginia 20191.

SPONSOR, SERVICER AND ADMINISTRATOR

Sallie Mae, Inc., which is a Delaware corporation.  Its principal address is 2001 Edmund Halley Drive, Reston, Virginia 20191.

Sallie Mae, Inc. is an affiliate of the depositor and each seller.

INDENTURE TRUSTEE AND PAYING AGENT

[______________]

TRUSTEE

[______________]

DELAWARE TRUSTEE

[______________]

THE NOTES

The trust will issue the notes under an indenture to be dated as of the closing date.  The trust is offering the following classes of notes, which are debt obligations of the trust:

Class A Notes:

· Floating Rate Class A-1 Student Loan-Backed Notes in the amount of $[_________].

· Floating Rate Class A-2 Student Loan-Backed Notes in the amount of $[_________].

Class B Notes:

· Floating Rate Class B Student Loan-Backed Notes in the amount of $[_________].

We sometimes refer:

· to the class A-1 notes and class A-2 notes as the class A notes; and

· to the class A notes and class B notes as the notes.

S-1

DATES

The closing date for this offering will be ________ __, 20__.

The information in this prospectus supplement about the trust student loans is calculated and presented as of ________ __, 20__.  We refer to this date as the statistical cutoff date.

The trust will be entitled to receive all collections and proceeds on the trust student loans on or after the closing date.

A distribution date for each class of notes is the 15th day of each calendar month, beginning in ______ 20__.  If any such 15th calendar day is not a business day, the distribution date will be the next business day.

Interest and principal will be payable to holders of record as of the close of business on the record date, which is the day before the related distribution date.

For any distribution date, the related collection period is the prior calendar month.  However, the first collection period will begin on the closing date and end on ________ __, 20__.

INFORMATION ABOUT THE NOTES

The notes will receive payments primarily from collections on the trust student loans acquired by the trust on the closing date.

Interest Payments.  Interest will generally accrue on the outstanding principal balance of each class of notes during one-month accrual periods and will be paid on each distribution date.

Generally, each accrual period for the notes begins on a distribution date and ends on the day before the next distribution date. The first accrual period for the notes, however, will begin on the closing date and end on ________ __, 20__, the day before the first distribution date.

The class A-1 notes will bear an annual interest rate equal to the sum of the prime rate and [___]%.  The class A-2 notes will bear an annual interest rate equal to the sum of the one-month LIBOR and the applicable spread listed in the table below.

Class	Spread
Class A-1	plus [        ]
Class A-2	plus [        ]
Class B	plus [        ]

The administrator will determine one-month LIBOR as specified under “Additional Information Regarding the Notes—Determination of Indices—LIBOR” in the base prospectus.

The administrator will calculate interest on each class of floating rate notes based on the actual number of days elapsed in each accrual period divided by 360.

At the sole discretion of the noteholders representing 100% of the outstanding principal balance of any class of notes, the related spread to one-month LIBOR, for such class of notes may be reduced, as determined by such noteholders in their sole discretion, effective as of the beginning of the next accrual period, and as shall be specified in writing to the indenture trustee, the administrator and the trust.  Upon receipt of such written instructions by the indenture trustee and effective as of the beginning of the next

S-2

accrual period, the related class of notes will bear an annual interest rate equal to one-month LIBOR plus the applicable reduced spread.  Following any such reduction of the related spread to one-month LIBOR on such class of notes, the spread applicable to such class may not be subsequently increased except pursuant to the terms of a supplemental indenture and under no circumstances may a spread to one-month LIBOR on such class of notes at any time exceed the spread to one-month LIBOR on such class of notes effective on the closing date.

Principal Payments.  Principal will generally be payable on the notes on each distribution date in an amount equal to the related principal distribution amount for that distribution date.  Principal of the notes will be paid until the principal balance is reduced to zero.

Priority of Principal Payments.  We will pay principal sequentially on each distribution date as follows:

first, the class A noteholders’ principal distribution amount, sequentially, to the class A-1 notes and class A-2 notes, in that order, until their respective principal balances are reduced to zero; and then

second, the class B noteholders’ principal distribution amount to the class B notes, until their principal balance is reduced to zero.

In addition, on each distribution date, the amount of available funds remaining after the payments described in the 1st through 12th items in the chart on page [__] of this prospectus supplement will be distributed to the noteholders as accelerated payments of note principal.

See “Description of the Notes—Distributions” in this prospectus supplement for a more detailed description of principal payments.  See also “Description of the Notes—Priority of Payments Following Certain Events of Default Under the Indenture” in this prospectus supplement for a description of the cashflows and priority of payments on each distribution date following the occurrence of an event of default and the acceleration of the maturity of the notes.

Maturity Dates.  Each class of notes will mature no later than the date set forth in the table below for that class:

Class	Maturity Date
Class A-1	[____]
Class A-2	[____]
Class B	[____]

The actual maturity of any class of notes could occur earlier if, for example:

· there are higher than anticipated prepayment rates on the trust student loans;

· the trust exercises its option to purchase all outstanding notes, which will not occur until the first distribution date on which the aggregate outstanding principal balance of the notes is equal to 10% or less of the initial aggregate principal balance of the notes prior to taking into account any distributions to be made on such distribution date; or

· the indenture trustee auctions all remaining trust student loans, which, absent an event of default under the indenture, will not occur until the first distribution date on which the pool balance is less than 10% of the initial pool balance.

S-3

Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes.  The projected weighted average life, expected maturity date and percentages of the remaining principal balance of each class of notes under various assumed prepayment scenarios may be found in Exhibit I, “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes” attached hereto.

Subordination of the Class B Notes.  Payments of interest on the class B notes will be subordinate to the payments of interest on the class A notes [and to certain trust swap payments due to any swap counterparty.]  In general, payments of principal of the class B notes will be subordinate to the payment of both interest on and principal of the class A notes [and trust swap payments due to any swap counterparty.]  See “Description of the Notes—The Notes—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement.

Denominations.  Each class of notes will be available for purchase in minimum denominations of $100,000 and additional increments of $1,000.  The notes will be available only in book-entry form through The Depository Trust Company, Clearstream, Luxembourg and the Euroclear System.  You will not receive a certificate representing your notes except in very limited circumstances.

Security for the Notes and Credit Enhancement.  The notes will be secured by the assets of the trust, which consist primarily of the trust student loans.

Overcollateralization.  Overcollateralization is a form of credit enhancement designed to absorb losses incurred on the pool of trust student loans prior to such losses being allocated to any class of notes (if allocated to the notes, such losses will be allocated first, to the class B notes and then, if necessary, to the class A notes, pro rata).  On the closing date, the sum of the initial pool balance and the initial deposits into the reserve account and the cash capitalization account will be greater than the aggregate principal balance of the notes.  Overcollateralization is intended to provide credit enhancement for the notes.  In general, the overcollateralization percentage is intended to equal 100% minus the then current aggregate principal balance of the notes divided by the asset balance.  The initial overcollateralization percentage will be approximately [___]%.  The amount of overcollateralization will vary from time to time depending on the rate and timing of principal payments on the trust student loans, capitalization of interest, certain borrower fees and the incurrence of losses on the trust student loans.  In general, overcollateralization will not exceed the specified overcollateralization amount.  See “Description of the Notes—Credit Enhancement—Overcollateralization” in this prospectus supplement.

Potential Future Interest Rate Cap Agreement.  At any time after the closing date, at the direction of the

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administrator, the trust may enter into one or more interest rate cap agreements (collectively, the “potential future interest rate cap agreement”) with one or more eligible cap counterparties (collectively, the “potential future cap counterparty”) to hedge some or all of the interest rate risk of the notes.  Any payment due by the trust to a potential future cap counterparty would be payable only out of funds available for distribution under clause (12) of “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement.  Any payments received from a potential future cap counterparty would be included in available funds.  It is not anticipated that the trust would be required to make any payments to any potential future cap counterparty under any potential future interest rate cap agreement other than an upfront payment and, in some circumstances, a termination payment.  See “Description of the Notes—Potential Future Interest Rate Cap Agreement” in this prospectus supplement.

ADMINISTRATOR

Sallie Mae, Inc. will act as the administrator of the trust under an administration agreement to be dated as of the closing date.  Sallie Mae, Inc. is a Delaware corporation and a wholly-owned subsidiary of SLM Corporation.  Subject to certain conditions, Sallie Mae, Inc. may transfer its obligations as administrator to an affiliate.  See “Servicing and Administration—Administration Agreement” in the base prospectus.

LUXEMBOURG PAYING AGENT

If the rules of the Luxembourg Stock Exchange require a Luxembourg paying agent, the depositor will cause one to be appointed for the notes that are listed on the Official List of the Luxembourg Stock Exchange and traded on the Luxembourg Stock Exchange’s Euro MTF market.

INFORMATION ABOUT THE TRUST

Formation of the Trust

The trust is a Delaware statutory trust.

The only activities of the trust are acquiring, owning and managing the trust student loans and holding the other assets of the trust, issuing and making payments on the notes, entering into the swap, a permitted credit agreement, exercising the optional redemption [entering into the swap agreement described below] or entering into a potential future interest rate cap agreement, if any, and other related activities.  See “Formation of the Trust—The Trust” in this prospectus supplement.

The depositor is SLM Funding LLC.  It is a Delaware limited liability company whose sole member is SLM Education Credit Finance Corporation, which we sometimes refer to as SLM ECFC.

The depositor will acquire the trust student loans from one or more of SLM ECFC, VL Funding LLC and [____] under separate purchase agreements and will subsequently sell the trust student loans to the trust on the closing date under the sale agreement.  We sometimes refer to VL Funding LLC as VL Funding.  We sometimes refer to

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[____] as [____]. We also sometimes refer to each of SLM ECFC, VL Funding and [____] as a seller or collectively as the sellers, as applicable.  The sale agreement and the purchase agreements will each be dated as of the closing date.

[_________], as interim trustee, will hold legal title to the trust student loans for the depositor under an interim trust agreement.

Its Assets

The assets of the trust will include:

· the trust student loans;

· collections and other payments on the trust student loans;

· funds it will hold from time to time in its trust accounts, including a collection account, a cash capitalization account and a reserve account;

· [its rights under the swap agreement described under “—Swap Agreement” below;] and

· its rights under any potential future interest rate cap agreement.

The rest of this section describes the trust student loans and trust accounts more fully.

· Trust Student Loans.  The trust student loans are private education loans, which are education loans generally made to students or parents of students that are not guaranteed or reinsured under the Federal Family Education Loan Program, also known as “FFELP,” or under any other federal student loan program, or otherwise insured by any private third-party insurance provider.  The private education loans were made and underwritten under various loan programs administered or sponsored by Sallie Mae, Inc., including its Undergraduate and Graduate Loan Programs, Law Loan Programs, MBA Loan Programs, Medical Loan Programs, Dental Loan Programs, Direct-to-Consumer Loan Programs, Private Consolidation Loan Program, Career Training Loan Program, EFG Loan Programs and Smart Option Student Loan® Program.  The trust student loans also include career training loans which include loans to help finance trade school education, private kindergarten through secondary school education, pre-college tutorial programs, part-time community college and continuing education programs as well as internet-based education programs. These programs are summarized in Appendices B through K, as applicable, to the base prospectus.

The depositor will acquire the trust student loans from one or more of the sellers on the closing date.

The applicable borrower payment status of each trust student loan, either in-school, grace, deferment, forbearance or repayment, will affect the timing of payment of interest on and principal of the trust student loans as described in Appendices B through K, as applicable, in the base prospectus.  For statistical information related to the current borrower payment status of the trust student loans as of the statistical cutoff date, prospective investors in the notes should see “Annex A—Distribution of the Trust Student Loans By Current Payment Status

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As of the Statistical Cutoff Date”, “—Scheduled Weighted Average Remaining Months In Status of the Trust Student Loans By Current Borrower Payment Status As of the Statistical Cutoff Date” and “—Distribution of the Trust Student Loans By Repayment Terms As of the Statistical Cutoff Date” attached to this prospectus supplement.

As of the statistical cutoff date, the trust student loans had a pool balance of approximately $[_________].

As of the statistical cutoff date, the weighted average annual borrower interest rate of the trust student loans was approximately [___]% and their weighted average remaining term to scheduled maturity was approximately [___] months.

The trust student loans are not guaranteed, insured or reinsured by the United States, any state-sponsored guarantee agency or any private insurer.

The trust student loans have been selected from the student loans owned by the sellers or have been acquired by the related seller either (1) solely with respect to SLM ECFC, directly from commercial banks that originated the loans or (2) from one or more of other affiliates of SLM Corporation, based on the criteria established by the sponsor, as described in this prospectus supplement and the base prospectus.  The criteria are described in this prospectus supplement under “The Trust Student Loan Pool.”

· Trust Accounts.  The administrator will establish and maintain in the name of the indenture trustee the collection account and the reserve account for the benefit of the noteholders.  Funds in the trust accounts will be invested in eligible investments as provided in the indenture.  See “Servicing and Administration—Accounts—Eligible Investments” in the base prospectus for a more detailed description of eligible investments.

· Collection Account.  The administrator will establish and maintain the collection account as an asset of the trust in the name of the indenture trustee.  The trust will make an initial deposit from the net proceeds of the sale of the notes into the collection account on the closing date.  The deposit will be in cash or eligible investments equal to approximately $[_________] plus the excess, if any, of the pool balance as of the statistical cutoff date over the pool balance as of the closing date.

The administrator will deposit collections on the trust student loans, [any payments received from the swap counterparty] and certain other funds into the collection account as described in this prospectus supplement and the base prospectus.  See “Servicing and Administration—Accounts” in the base prospectus for a more detailed description of eligible investments.

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· Cash Capitalization Account.  The administrator will establish and maintain the cash capitalization account as an asset of the trust in the name of the indenture trustee.  On the closing date, the trust will make an initial deposit from the net proceeds of the sale of the notes into the cash capitalization account.  The deposit will be in cash or eligible investments equal to $[_________].  Amounts on deposit in the cash capitalization account will not be replenished.

Sallie Mae, Inc., as administrator, will instruct the indenture trustee to withdraw funds on deposit in the cash capitalization account to cover shortfalls, if any, in payments described in the 1st through 5th items in the chart on page [__] of this prospectus supplement.  To the extent funds are available in the cash capitalization account, they will be drawn prior to drawing on the reserve account as described below.

All funds remaining on deposit in the cash capitalization account on the ______ 20__ distribution date will be deposited into the collection account and included as a part of available funds on that distribution date.

See “Description of the Notes—Cash Capitalization Account” in this prospectus supplement.

· Reserve Account.  The administrator will establish and maintain the reserve account as an asset of the trust in the name of the indenture trustee.  The trust will make an initial deposit from the net proceeds of the sale of the notes into the reserve account on the closing date.  The initial deposit will be in cash or eligible investments equal to $[_________].  Funds in the reserve account may be replenished on each distribution date to the extent additional funds are available after all prior required distributions have been made.  The amount required to be on deposit in the reserve account at any time, which we refer to as the specified reserve account balance, is the lesser of $[_________] and the outstanding principal balance of the notes.  See “Description of the Notes—Distributions” in this prospectus supplement.

To the extent funds are available in the reserve account, the administrator will instruct the indenture trustee to withdraw funds from the reserve account to cover shortfalls, if any, in (a) the payments described in the 1st through 5th items in the chart on page [__] of this prospectus supplement, to the extent such shortfalls are not covered by amounts on deposit in the collection account or in the cash capitalization account, and (b) the 6th and 7th items in the chart on page [__] of this prospectus supplement on the respective maturity dates of each class of notes, to cover the unpaid principal balance of the maturing class of notes to the extent such principal payment is not covered by amounts on deposit in the collection account or in the cash capitalization account.  In the case of the final distribution upon termination of the trust, amounts on deposit in the reserve account will be included as part of available funds for payment of any other amounts due and payable on the date of such final distribution.

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If the market value of cash and eligible investments in the reserve account on any distribution date is sufficient, when taken together with amounts on deposit in the collection account, to pay the remaining principal balance of the notes, the interest accrued on the notes, [any payments owing to the swap counterparty] and any due and unpaid servicing and administration fees, amounts on deposit in the reserve account will be so applied on that distribution date.

If the amount on deposit in the reserve account on any distribution date after giving effect to all deposits or withdrawals from the reserve account on that distribution date is greater than the specified reserve account balance for that distribution date, subject to certain limitations, the administrator will instruct the indenture trustee in writing to deposit the amount of the excess into the collection account to be included as part of available funds on that distribution date.

The reserve account enhances the likelihood of payment to noteholders.  In certain circumstances, however, the reserve account could be depleted.  This depletion could result in shortfalls in distributions to noteholders.  See “Description of the Notes—Credit Enhancement—Reserve Account.”

ADMINISTRATION OF THE TRUST

Distributions

Sallie Mae, Inc., as administrator, will instruct the indenture trustee to withdraw funds on deposit in the collection account and, to the extent required, the cash capitalization account and the reserve account, in that order, on each distribution date.  Available funds will be applied on each applicable distribution date generally as shown in the chart on the following page.

See “Description of the Notes—Distributions” in this prospectus supplement for a more detailed description of distributions. The class A noteholders’ principal distribution amount, as shown in the chart on the following page, will be distributed as described under “Description of the Notes —Distributions” in this prospectus supplement.

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Transfer of the Assets to the Trust

Under a sale agreement, the depositor will sell the trust student loans to the trust.  The trustee will hold legal title to the trust student loans on behalf of the trust.

If the depositor breaches a representation under the sale agreement regarding a trust student loan, generally it will have to cure the breach, repurchase or replace that trust student loan or reimburse the trust for losses resulting from the breach.

Each seller will have similar obligations under the purchase agreements.  See “Transfer and Servicing Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in the base prospectus.

Servicing of the Assets

Under a servicing agreement, Sallie Mae, Inc., as servicer, will be responsible for servicing, maintaining custody of and making collections on the trust student loans.

The servicer manages and operates the loan servicing functions for the Sallie Mae family of companies.  See “Servicing and Administration— Servicing Procedures” and “—Administration Agreement” in the base prospectus.  The servicer may enter into subservicing arrangements with respect to some or all of its servicing obligations, but these arrangements will not affect the servicer’s obligations to the trust.  Under some circumstances, the servicer may transfer its obligations as servicer.  See “Servicing and Administration—Matters Regarding the Servicer” in the base prospectus.

If the servicer breaches a covenant under the servicing agreement regarding a trust student loan, generally the servicer will have to cure the breach, purchase the related trust student loan or reimburse the trust for losses resulting from the breach.  See “Servicing and Administration—Servicer Covenants” in the base prospectus.

Compensation of the Servicer

Under the servicing agreement, the servicer will receive two separate fees: a primary servicing fee and a carryover servicing fee.

The primary servicing fee for any month is equal to 1/12 of an amount not to exceed [___]% of the outstanding principal balance of the trust student loans, calculated as of the closing date or the first day of the preceding calendar month, as the case may be.

The primary servicing fee will be payable in arrears out of available funds on each distribution date.  Primary servicing fees due and payable to the servicer will include any such fees from any prior distribution dates that remain unpaid.

The carryover servicing fee is equal to the sum of:

· the amount of specified increases in the costs incurred by the servicer;

· the amount of specified conversion, transfer and removal fees;

· any amounts described in the first two bullets that remain unpaid from prior distribution dates; and

· interest on any unpaid amounts.

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The carryover servicing fee will be payable to the servicer on each distribution date out of available funds remaining after all payments owing on the notes have been made.

See “Description of the Notes—Distributions” and “—Servicing Compensation” in this prospectus supplement.

TERMINATION OF THE TRUST

The trust will terminate upon:

· the maturity or other liquidation of the last trust student loan and the disposition of any amount received upon its liquidation; and

· the payment of all amounts required to be paid to the noteholders.

See “The Student Loan Pools—Termination” in the base prospectus.

Optional Redemption of the Notes

The trust, at the written direction of the administrator, without prior notice to noteholders, will have the option, but not the obligation, to redeem the outstanding notes in whole (and not in part) at a price equal to par plus accrued interest beginning on the first distribution date on which the aggregate outstanding principal balance of the notes, prior to taking into account any distributions to be made on such distribution date, is equal to 10% or less of the initial aggregate principal balance of the notes, and continuing on each distribution date thereafter until the aggregate outstanding principal balance of the notes has been reduced to zero.  See “Description of the Notes—Optional Redemption of the Notes” in this prospectus supplement.

The trust will exercise the optional redemption by depositing into the collection account (or an escrow account under the control of the indenture trustee), before the related distribution date, the requisite amounts described below to be included as a part of available funds on such distribution date.  Upon redemption, noteholders will receive a price equal to 100% of the outstanding principal balance of their notes plus accrued interest, after taking into account all distributions of interest and principal made by the trust from available funds on such distribution date.

The trust will finance the optional redemption on the related distribution date solely through one or more of the following sources: (i) the sale of trust student loans to one or more unaffiliated third parties, (ii) the sale of trust student loans to an affiliate of SLM Corporation that is a qualifying special purpose entity, (iii) borrowings under a permitted credit agreement, and/or (iv) amounts on deposit in the reserve account remaining after any other required distributions are made therefrom.  The amount received from the sale of the trust student loans and/or borrowed under a permitted credit agreement must be sufficient (after application of available funds for such distribution date) to:

· pay noteholders 100% of the aggregate outstanding principal balance of the notes plus accrued interest, after taking into account all distributions of interest and principal made by the trust to all noteholders from available funds on such distribution date; and

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· pay all other amounts, if any, then due and owed by the trust, to the extent not paid from available funds on such distribution date.

Such required amount is referred to in the aggregate herein as the “optional redemption exercise price.”

Exercise of the optional redemption will result in the early retirement of each class of the outstanding notes.

In addition, all amounts on deposit in the reserve account may be used by the trust on the date the optional redemption is exercised to pay, first, any and all obligations of the trust due and owing to parties other than noteholders.  Any remaining amounts may then be used to fund the exercise of the optional redemption.

See “Description of the Notes—Optional Redemption of the Notes” in this prospectus supplement for a more detailed description of the optional redemption.

Optional Purchase of the Trust Student Loans

See “The Student Loan Pools—Termination” in the base prospectus.  The servicer will have an option, but not the obligation, to purchase any trust student loan on any date; provided, that the servicer may not purchase trust student loans if the cumulative aggregate principal balance of all trust student loans so purchased, including the principal balance of any trust student loans to be purchased on such date, exceeds 2% of the initial pool balance.  The purchase price for any trust student loans purchased by the servicer using this option will be equal to the outstanding principal balance of such trust student loans plus accrued and unpaid interest through the date of purchase.

Auction of Trust Assets

The indenture trustee may, and at the written direction of either the administrator or noteholders holding a majority of the outstanding principal balance of the notes shall, offer for sale all remaining trust student loans at the end of the first collection period when the pool balance is 10% or less of the initial pool balance.

If such an auction takes place, the trust auction date will be the third business day before the related distribution date.  The depositor and its affiliates, including SLM ECFC and the servicer, and unrelated third parties may offer bids to purchase the trust student loans.  The depositor or any affiliate may not submit a bid representing greater than fair market value of the trust student loans.

If an auction is conducted and at least two bids are received, the indenture trustee will solicit and re-solicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids.  The indenture trustee will accept the highest remaining bid if it equals or exceeds the higher of:

· the minimum purchase amount described under “—Optional Purchase” above (plus any amounts owed to the servicer as carryover servicing fees); or

· the fair market value of the trust student loans as of the end of the related collection period.

The minimum purchase amount is the amount that would be sufficient to:

· reduce the outstanding principal balance of each class of notes then outstanding on the related distribution date to zero; and

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· pay to noteholders the interest payable on the related distribution date.

If at least two bids are not received or the highest bid after the re-solicitation process does not equal or exceed the minimum amount described above, the indenture trustee will not complete the sale.  The indenture trustee may, and at the direction and at the sole cost and expense of the depositor will be required to, consult with a financial advisor which may include an underwriter of the notes or the administrator, to determine if the fair market value of the trust student loans has been offered.  See “The Student Loan Pools—Termination” in the base prospectus.

The net proceeds of any auction sale will be used to retire any outstanding notes on the related distribution date.

If the sale is not completed, the indenture trustee may, and at the written direction of either the administrator or noteholders holding a majority of the outstanding principal balance of the notes shall, solicit bids for sale of the trust student loans after future collection periods upon terms similar to those described above, including the servicer’s waiver of its option to purchase all of the remaining trust student loans.  The indenture trustee may or may not succeed in soliciting acceptable bids for the trust student loans, either on the trust auction date or subsequently.

If the trust student loans are not sold as described above, on each subsequent distribution date, the amount of available funds remaining after the payments described in the 1st through 12th items in the chart on page [__] of this prospectus supplement will be distributed to the noteholders as accelerated payments of note principal.

See “The Student Loan Pools—Termination” in the base prospectus.

[SWAP AGREEMENT]

[Not all transactions will include a swap agreement.  If applicable, the swap counterparty [or counterparties] will be identified in the prospectus supplement and applicable disclosure regarding each swap counterparty’s name, organizational form, the general character of such swap counterparty’s business and any required financial disclosure (depending on the applicable Significance Percentage) will be included.  Disclosure regarding a transaction that would include one LIBOR-prime rate swap agreement (based on the outstanding balance of the applicable trust student loans) has been incorporated into this form of prospectus supplement.]

[The trust will enter into an interest rate swap agreement as of the closing date with [______].

Under the interest rate swap agreement, the swap counterparty will pay to the trust, on or before the third business day preceding each distribution date, an amount based upon one-month LIBOR, determined in the same manner as applies to the notes.

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For each distribution date, the trust will pay to the swap counterparty from the collection account and, if necessary, the cash capitalization account and the reserve account, prior to interest payments on the notes, an amount based upon the prime rate.

The interest rate swap agreement is scheduled to terminate on the ______ 20__ distribution date.

See “Swap Agreement” in this prospectus supplement.]

[REVOLVING PERIOD]

[In the event that notes offered under this prospectus supplement include a revolving period, we will disclose the information required by Item 1103(a)(5)(i), (iii), (iv), (v), and (vi) of Regulation AB, as well as the information required by Item 1111(g)  of Regulation AB, as applicable.]

[PREFUNDING PERIOD]

[In the event that notes offered under this prospectus supplement include a prefunding period, we will disclose the information required by Item 1103(a)(5)(i), (ii), (iv), (v), and (vi) of Regulation AB, as well as the information required by Item 1111(g) of Regulation AB, as applicable.]

EXCESS DISTRIBUTION CERTIFICATEHOLDER

Under the trust agreement, the trust will also issue an excess distribution certificate to the depositor.  This excess distribution certificate will represent the ownership of the residual interest in the trust.  The depositor intends to transfer the excess distribution certificate to SLM ECFC.  At any time thereafter, SLM ECFC may transfer ownership of the excess distribution certificate to another affiliate of SLM Corporation and/or it may be sold to an unaffiliated third party.  The excess distribution certificate is not being offered for sale by this prospectus supplement.

Distributions on the Excess Distribution Certificate.  The excess distribution certificate will not bear interest and will not have a principal balance.  Distributions on the excess distribution certificate will be made only after the outstanding principal balance of all of the notes has been reduced to zero.  See “Description of the Notes—Distributions” in this prospectus supplement.

CAPITAL REQUIREMENTS DIRECTIVE ARTICLE 122A AND RC CERTIFICATEHOLDER

For the purposes of Article 122a (“Article 122a”) of Directive 2006/48/EC of the European Parliament and Council (as amended) (together with Directive 2006/49/EU of the European Parliament and Council, the “Capital Requirements Directive”), the depositor has undertaken to the trust that it will retain, or it will act to ensure that an affiliate of the depositor which is consolidated with it for accounting purposes, will retain, both on the closing date and on an on-going basis, a material net economic interest in the securitization transaction described in this prospectus supplement.  As of the closing date, such material net economic interest will be of the type specified in paragraph (1) sub-paragraph (d) of Article 122a and will comprise the entire interest in the first loss tranche held through the RC certificate to be issued under the trust agreement.  On the closing date, the principal balance of the RC certificate will equal 5% of the initial pool balance.  The RC certificate will not bear interest.

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The principal balance of the RC certificate will be allocated realized losses as such losses are incurred by the trust until the principal balance of such certificate is reduced to zero.  Distributions, if any, on the RC certificate will be made only after the principal balance of each class of notes has been reduced to zero.  See “Risk Factors—Regulatory Initiatives May Result In Increased Regulatory Capital Requirements And/Or Decreased Liquidity In Respect Of The Notes,” “Description of the Notes—Distributions” and “Compliance with Article 122a of the Capital Requirements Directive” in this prospectus supplement for more information.

The RC certificate is not being offered for sale by this prospectus supplement and any information contained herein regarding the RC certificate is made solely to present a more complete understanding of the capital structure of the trust.

TAX CONSIDERATIONS

Subject to important considerations described in the base prospectus:

· In the opinion of federal tax counsel for the trust, the notes will be characterized as debt for federal income tax purposes.

· In the opinion of federal tax counsel for the trust, the trust will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes.

· In the opinion of federal tax counsel for the trust, if the trust is deemed to be converted into a partnership for federal income tax purposes upon the transfer or sale of the excess distribution certificate to a holder that does not also hold the RC certificate, such deemed conversion will not constitute a taxable event to the noteholders.

· In the opinion of Delaware tax counsel for the trust, the same characterizations would apply for Delaware state income tax purposes as for federal income tax purposes and noteholders who are not otherwise subject to Delaware taxation on income will not become subject to Delaware tax as a result of their ownership of notes.

See “U.S. Federal Income Tax Consequences” in this prospectus supplement and in the base prospectus.

ERISA CONSIDERATIONS

Subject to important considerations and conditions described in this prospectus supplement and the base prospectus, the notes may, in general, be purchased by or on behalf of an employee benefit plan or other retirement arrangement, including an insurance company general account, only if:

· an exemption from the prohibited transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code of 1986, as amended, applies, so that the purchase or holding of the notes [and the trust’s entering into the interest rate swap agreement] will not result in a non-exempt prohibited transaction; and

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· the purchase or holding of the notes [and the trust’s entering into the interest rate swap agreement] will not cause a non-exempt violation of any substantially similar federal, state, local or foreign laws.

Each fiduciary who purchases a note will be deemed to represent that an exemption exists and applies to it and that no non-exempt violations of any substantially similar laws will occur.

See “ERISA Considerations” in this prospectus supplement and the base prospectus for additional information concerning the application of ERISA.

[RATINGS OF THE NOTES]

[The sponsor expects that the notes will receive credit ratings from two rating agencies.

A rating addresses only the likelihood of the timely payment of stated interest and the payment of principal at final maturity, and does not address the timing or likelihood of principal distributions prior to final maturity.  See “Ratings of the Notes” in this prospectus supplement.]

LISTING INFORMATION

Application has been made for the notes to be listed on the Official List of the Luxembourg Stock Exchange and to be traded on the Luxembourg Stock Exchange’s Euro MTF Market.  We cannot assure you that the application will be granted.  You should consult with [_________], the Luxembourg listing agent for the notes, to determine their status.  You can contact the listing agent at [_________], Luxembourg.  So long as any class of notes are listed on the Luxembourg Stock Exchange, and its rules so require, the administrator will cause notices relating to that class of notes, including if such class is delisted, to be published in a leading newspaper having general circulation in Luxembourg, which is expected to be Luxemburger Wort, and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu.

The notes have been accepted for clearing and settlement through Clearstream, Luxembourg and Euroclear.

RISK FACTORS

Some of the factors you should consider before making an investment in the notes are described in this prospectus supplement and in the base prospectus under “Risk Factors.”

IDENTIFICATION NUMBERS

The notes will have the following CUSIP Numbers, ISINs and European Common Codes:

CUSIP Numbers

· Class A-1 Notes:

· Class A-2 Notes:

· Class B Notes:

International Securities Identification Numbers (ISIN)

· Class A-1 Notes:

· Class A-2 Notes:

· Class B Notes:

European Common Codes

· Class A-1 Notes:

· Class A-2 Notes:

· Class B Notes:

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RISK FACTORS

You should carefully consider the following risk factors in order to understand the structure and characteristics of the notes and the potential merits and risks of an investment in the notes.  Potential investors must review and be familiar with the following risk factors in deciding whether to purchase any note.  The base prospectus describes additional risk factors that you should also consider beginning on page [__] of the base prospectus.  These risk factors could affect your investment in or return on the notes.

Federal Financial Regulatory Legislation Could Have An Adverse Effect On SLM Corporation, The Sponsor, The Servicer, The Depositor, The Sellers And The Trust, Which Could Result In Losses Or Delays In Payments On Your Notes	On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) to reform and strengthen supervision of the U.S. financial services industry.  The Dodd-Frank Act represents a comprehensive change to existing laws, imposing significant new regulation on almost every aspect of the U.S. financial services industry.
	The Dodd-Frank Act will result in significant new regulation in key areas of the business of SLM Corporation, the parent of the sponsor, the sponsor and their affiliates and the markets in which SLM Corporation, the sponsor and their affiliates operate. Pursuant to the Dodd-Frank Act, SLM Corporation and many of its subsidiaries will be subject to regulations promulgated by the Consumer Financial Protection Bureau (the “CFPB”). The CFPB will have substantial power to define the rights of consumers and the responsibilities of lending institutions, including SLM Corporation’s private education lending and retail banking businesses. The CFPB began exercising its authority on July 21, 2011.
	Most of the component parts of the Dodd-Frank Act will be subject to intensive rulemaking and public comment over the coming months and none of SLM Corporation, the sponsor or their affiliates can predict the ultimate effect the Dodd-Frank Act or required examinations of the private education loan market could have on their operations at this time.  It is likely, however, that operational expenses will increase if new or additional compliance requirements are imposed on their operations and their competitiveness could be significantly affected if they are subjected to supervision and regulatory standards not otherwise applicable to their competitors.

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The Dodd-Frank Act also creates a liquidation framework for the resolution of bank holding companies and other non-bank financial companies determined to be “covered financial companies.”  Under that liquidation framework, it is possible that the Federal Deposit Insurance Corporation (the “FDIC”) could be appointed receiver of SLM Corporation, the sponsor or any of their affiliates under the Orderly Liquidation Authority (“OLA”) provisions of the Dodd-Frank Act.  If that occurred, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt. The sponsor has structured the transfers of the student loans to the depositor and the trust as a valid and perfected sale under applicable state law and under the United States Bankruptcy Code to mitigate the risk of the recharacterization of the sale as a security interest to secure debt of the sponsor.  Any attempt by the FDIC to repudiate the transfer of student loans or to recharacterize the securitization transaction as a secured loan (which the FDIC could then repudiate) could cause delays in payments or losses on the notes.  In addition, if the trust were to become subject to the OLA, the FDIC could repudiate the debt of the trust with the result that the noteholders would have a secured claim in the receivership of the trust. Also, if the trust were subject to OLA, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed.  As a result of any of these events, delays in payments on the notes and reductions in the amount of those payments could occur.  See “Certain Legal Aspects of the Student Loans—Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions—FDIC’s Repudiation Power Under the OLA” in the accompanying base prospectus.  See “Certain Legal Aspects of the Student Loans—Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions—FDIC’s Avoidance Power Under the OLA” in the accompanying base prospectus.

The Notes Are Subject To Optional Redemption By The Trust

The trust, at the written direction of the administrator, without prior notice to noteholders, will have the option, but not the obligation, to redeem the outstanding notes in whole (and not in part) at a price

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equal to par plus accrued interest beginning on the first distribution date on which the aggregate outstanding principal balance of the notes, prior to taking into account any distributions to be made on such distribution date, is equal to 10% or less of the initial aggregate principal balance of the notes, and continuing on each distribution date thereafter until the aggregate outstanding principal balance of the notes has been reduced to zero.

If the optional redemption is exercised, you may not be able to reinvest the proceeds you receive in a comparable security with an equivalent yield.  In addition, because the optional redemption will continue to be exercisable until the aggregate outstanding principal balance of the notes is paid in full, the timing of any price paid to you upon any exercise of the optional redemption will affect the weighted average life and yield on your investment in the notes and, if you purchased your notes at a premium to par, you may suffer a loss on your investment in the notes.

If the optional redemption is not exercised, the weighted average life on your investment in the notes may be longer (and its yield may be lower) than you expected at the time of your investment in the notes.  Further, if the optional redemption is not exercised, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you may suffer a loss on your investment in the notes.

Based on current market conditions and the current market value of the trust student loans, there may be significant economic incentives for the optional redemption to be exercised; however, there is no assurance that then prevailing market conditions, future fair market value of the remaining trust student loans, or other economic factors will provide sufficient incentive for the trust to exercise the optional redemption at any point in the future.

There can be no assurance that the trust will exercise the optional redemption or that, even if the exercise of such optional redemption is deemed to be advisable, it will be able to raise sufficient funds (either through permitted borrowings or asset sales) to exercise the

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	optional redemption on any applicable distribution date.  Similarly, even if funds are available, there can be no assurance that the trust will be able to satisfy any conditions precedent to entering into a permitted credit agreement for the purpose of exercising the optional redemption.
	See “Description of the Notes—Optional Redemption of the Notes” in this prospectus supplement for a more detailed description of the optional redemption.
The Notes Are Not Suitable Investments For All Investors	The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, and tax consequences of an investment, as well as the interaction of these factors.
Regulatory Initiatives May Result In Increased Regulatory Capital Requirements And/Or Decreased Liquidity In Respect Of The Notes	Article 122a under the Capital Requirements Directive restricts a credit institution incorporated in an European Economic Area member state (an “EEA credit institution”), and its consolidated group affiliates, irrespective of their jurisdiction of incorporation, from investing in asset-backed securities unless the originator, sponsor or original lender in respect of the relevant securitization has explicitly disclosed to the EEA credit institution or its consolidated group affiliate, as applicable, that it will retain, on an on-going basis, a net economic interest of not less than 5% in respect of certain specified credit risk tranches or asset exposures as contemplated by Article 122a.  The Capital Requirements Directive is a European Union Directive that has been adopted by the European Economic Area member states that are not European Union member states pursuant to the applicable provisions of the Agreement on the European Economic Area, dated January 1, 1994 (as amended).
	Article 122a also requires an EEA credit institution and its consolidated group affiliates to be able to demonstrate that it has undertaken certain due diligence in respect of, amongst other things, the securitization exposures it has acquired and the underlying exposures, and that procedures are established for such due diligence activities to be conducted on an on-going basis.  Failure by an EEA credit institution or one of its consolidated group

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affiliates which invests in the notes described in this prospectus supplement to comply with one or more of the requirements set out in Article 122a in the manner required by its national regulator will result in the imposition of significant additional capital charges with respect to that investment.  Investors should make themselves aware of the requirements of Article 122a (and any corresponding implementing rules of their regulator), where applicable to them, in addition to any other regulatory requirements applicable to them with respect to their investment in the notes.

The depositor has committed to retain (or it will act to ensure that an affiliate of the depositor which is consolidated with it for accounting purposes retains) a material net economic interest in the securitization transaction as contemplated by Article 122a.  On the closing date, such material net economic interest will equal 5% of the initial pool balance and will be held in the form of the RC certificate.  Relevant investors are required independently to assess and determine the sufficiency of the depositor’s commitment described above, in any investor report and otherwise, and none of SLM Corporation, the sponsor, the administrator, the servicer, the depositor, any seller, the initial purchasers or any of their affiliates makes any representation that the information described above is sufficient in all circumstances for such purposes or that Article 122a will not be amended, supplemented, or interpreted in the future in such a way as to make an investment in the notes by an EEA credit institution (or a consolidated subsidiary of an EEA credit institution) non-compliant with Article 122a.  Considerable uncertainty remains with respect to the interpretation of Article 122a, particularly by the national regulatory authorities in each of the European Union and the European Economic Area member states, and it is not clear what will be required to demonstrate compliance to national regulators.  Investors in the notes are responsible for analyzing their own regulatory position and for making themselves aware of the requirements of Article 122a, where applicable to them, in addition to any other regulatory requirements applicable to them with respect to their investment in the notes.  Investors who are uncertain as to the requirements that will need to be complied with in order to avoid the

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	additional regulatory capital charges for noncompliance with Article 122a should seek guidance from their regulator.  None of SLM Corporation, the sponsor, the administrator, the servicer, the depositor, any seller, the initial purchasers or any of their affiliates makes any representation to any prospective investor or purchaser of the notes regarding the regulatory capital treatment of their investment on the closing date or at any time in the future.
	Similar requirements to those set out in Article 122a are expected to be implemented for other European Union regulated investors (such as investment firms, insurance and reinsurance undertakings, UCITS funds and certain hedge fund managers) in the future.  None of SLM Corporation, the sponsor, the administrator, the servicer, the depositor, any seller, the initial purchasers or any of their affiliates makes any representation regarding such additional changes.
	Article 122a and any other changes to the regulation or regulatory treatment of the notes for some or all investors may negatively impact the regulatory position of individual investors and, in addition, have a negative impact on the price and liquidity of the notes in the secondary market.
Sequential Payment Of The Class A Notes Results In A Greater Risk Of Loss For Some Holders	Holders of the class A notes with higher numerical designations bear a greater risk of loss than do holders of the class A notes with lower numerical designations because, in general, distributions of principal of any class of the class A notes will be made only after the class A notes having a lower numerical designation have been paid.
	The yields to maturity on the class A-2 notes may be more sensitive than the yield to maturity on the class A-1 notes because of losses due to defaults on the trust student loans and the timing of those losses, to the extent such losses are not covered by any applicable credit enhancement.  The timing of receipt of principal and interest on the class A-2 notes may be adversely affected by those losses even if such notes do not ultimately bear such losses.

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Subordination Of The Class B Notes And Sequential Payment Of The Notes Result In A Greater Risk Of Loss For Class B Noteholders

Holders of class B notes bear a greater risk of loss than do holders of class A notes because distributions of interest on the class B notes will be subordinate to the payments of interest on and principal distributions to the class A notes, and distributions of principal of the class B notes will be subordinate to the payment of both interest on and all principal of the class A notes.  As a result of the longer weighted average life of the class B notes, holders of those notes have a greater risk of suffering a loss on their investments.

Investors In The Class B Notes Bear Greater Risk Of Loss Because The Priority Of Payment Of Interest And The Timing Of Principal Payments On The Class B Notes May Change Due To The Variability Of Cashflows

Interest on the class B notes generally will be paid prior to principal of the class A notes. However, if after giving effect to all required distributions of principal of and interest on the notes on any distribution date, the aggregate outstanding principal balance of the trust student loans, including any accrued interest thereon that is expected to be capitalized, and amounts then on deposit in the capitalized interest account (after any distributions of interest from that account) and in the reserve account in excess of the specified reserve account balance, would be less than the outstanding principal balance of the class A notes, interest on the class B notes will be subordinated to the payment of principal of the class A notes on that distribution date. Principal of the class B notes will not begin to be paid until the principal of the class A notes is paid in full.  Thus, investors in the class B notes will bear a greater risk of loss than the holders of class A notes.  Investors in the class B notes will also bear the risk of any adverse changes in the anticipated yield and weighted average life of their notes resulting from any variability in payments of principal of and/or interest on the class B notes. The yield to maturity on the class B notes may be more sensitive than the yields to maturity on the class A notes because of losses due to defaults on the trust student loans and the timing of those losses, to the extent such losses are not covered by any applicable credit enhancement.  The timing of receipt of principal of and interest on the class B notes may be adversely affected by those losses even if the class B notes do not ultimately bear such losses.

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Certain Credit And Liquidity Enhancement Features Are Limited And If They Are Depleted, There May Be Shortfalls In Distributions To Noteholders	Certain credit and liquidity enhancement features, including the reserve account and the cash capitalization account, are limited in amount.  In addition, the cash capitalization account will not be replenished, is available for a limited duration and will not be extended.  In certain circumstances, if there is a shortfall in available funds, such amounts may be depleted.  This depletion could result in shortfalls and delays in distributions to noteholders.
The Characteristics Of The Trust Student Loans May Change	The statistical information in this prospectus supplement reflects only the characteristics of the trust student loans as of the statistical cutoff date.  The trust student loans actually sold to the trust on the closing date will have characteristics that differ somewhat from the characteristics of the trust student loans as of the statistical cutoff date, due to payments received on and other changes in these loans that occur during the period from the statistical cutoff date to the closing date.  We do not expect the characteristics of the trust student loans actually sold to the trust on the closing date to differ materially from the characteristics of the trust student loans as of the statistical cutoff date.
	However, in making your investment decision, you should assume that the actual characteristics of the trust student loans will vary somewhat from the characteristics of the trust student loans presented in this prospectus supplement as of the statistical cutoff date.
The Trust Will Not Have The Benefit Of Any Guarantees Or Insurance On The Trust Student Loans	The trust student loans are not guaranteed, insured or reinsured by the United States or any state-sponsored guarantee agency or private insurer or by any other insurance or external credit enhancement.  The primary credit enhancement for the notes is overcollateralization and amounts on deposit in the reserve account and, in the case of the class A notes, the subordination of the class B notes.  The amount of credit enhancement is limited and can be depleted over time.  In this event, you may suffer a loss on your investment.

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Failure To Pay Interest On The Class B Notes Is Not An Event Of Default For So Long As Any Class A Notes Are Outstanding	The indenture provides that failure to pay interest when due on any outstanding class B notes will not be an event of default under the indenture for so long as any of the class A notes are outstanding.  Under these circumstances, the holders of the class B notes will not have any right to declare an event of default, to cause the maturity of the notes to be accelerated or to direct any remedial action under the indenture.
The Occurrence Of An Event Of Default Under The Indenture May Delay Payments On The Class B Notes	The trust will not make any distributions of principal or interest on the class B notes until payment in full of principal and interest is received on the class A notes outstanding, following: an event of default under the indenture relating to the payment of principal of any class of notes at their maturity date or the payment of interest on the class A notes which has resulted in an acceleration of the notes; an event of default under the indenture relating to an insolvency event or a bankruptcy with respect to the trust which has resulted in an acceleration of the notes: or a liquidation of the trust assets following any event of default under the indenture. This may result in a delay or default in making payments on the class B notes.
Class B Noteholders May Not Be Able To Direct The Indenture Trustee Upon An Event Of Default Under The Indenture	If an event of default occurs under the indenture, only the holders of the class A notes, for as long as such class A notes are outstanding, may waive that event of default, accelerate the maturity dates of the notes or direct any remedial action under the indenture.  The holders of any outstanding class B notes will not have any rights to direct any remedial action until all of the class A notes have been paid in full and are no longer outstanding.

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[Your Notes Will Have A Degree Of Basis Risk, Which Could Compromise The Trust’s Ability To Pay Principal And Interest On Your Notes, And The Swap Agreement Does Not Eliminate All Of This Basis Risk]

[The trust will enter into an interest rate swap agreement with [_______]. The swap agreement is intended primarily to mitigate the basis risk associated with a decrease in the prime rate payable on certain of the trust student loans with no decrease in the rate of one-month LIBOR payable on the floating rate notes.  If this occurs, shortfalls might result in available funds to make payments due to the notes because the interest rates of certain of the trust student loans adjust monthly on the basis of the prime rate and the interest rate payable on the floating rate notes adjusts on the basis of one-month LIBOR.  See “Annex A—Characteristics of the Trust Student Loan Pool—Composition of the Trust Student Loans as of the Statistical Cutoff Date” which specifies the percentages of trust student loans that adjust based on the prime rate, one-month LIBOR or the 91-day Treasury bill rate, or that bear a fixed rate, as applicable. The notional amount of the swap agreement will equal the aggregate principal balance of the prime rate-based trust student loans that are reset monthly, as determined periodically.  The notional amount of the swap agreement does not include the principal balances of the fixed rate-based, the T-bill rate-based or the other types of prime rate-based trust student loans. Consequently you must rely on other forms of credit enhancement, to the extent available, to mitigate that portion of the basis risk not covered by the swap agreement.

The swap agreement is scheduled to terminate, by its terms, on the ______ 20__ distribution date.  In addition, an early termination of a swap agreement may occur upon the occurrence of certain events.  See “Swap Agreement—Default Under the Swap Agreement” and “—Termination Events.”

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	Upon the early termination of the swap agreement, you cannot be certain that the trust will be able to enter into a substitute swap agreement.  In addition, the trust will not enter into any substitute swap agreement after the swap agreement terminates on the ______ 20__distribution date.  In this event, there can be no assurance that the amount of credit enhancement will be sufficient to cover the basis risk associated with the notes.]
Risk Of Bankruptcy Discharge Of Private Education Loans	Career training loans made for qualified education expenses are generally dischargeable by a borrower in bankruptcy.  Private education loans, other than career training loans, made for qualified education expenses, are generally not dischargeable by a borrower in bankruptcy.  However, such private education loans can become dischargeable if the borrower proves that keeping the loans non-dischargeable would impose an undue hardship on the debtor and the debtor’s dependents.  In addition, direct-to-consumer loans are disbursed directly to borrowers based upon certifications and warranties contained in their promissory notes, including certification of the borrower’s cost of attendance.  This process does not involve school enrollment verification as an additional criteria and, therefore, may be subject to some additional risk that the loans were not used for qualified education expenses and thus could become dischargeable in a bankruptcy proceeding.  As of the statistical cutoff date, approximately 7.9% of the trust student loans are direct-to-consumer loans.  For a more complete description of direct-to-consumer loans see “Sallie Mae’s Student Loan Financing Business” and “Appendix G: Direct-to-Consumer Loan Programs” in the base prospectus attached hereto.
	If you own any notes, you will bear any risk of loss resulting from the discharge by any borrower of a private education loan to the extent the amount of the default is not covered by the trust’s credit enhancement.
School Closures And Unlicensed Schools May Result In Losses On Your Notes	Most of the trust student loans are subject to the so-called “Holder-in-Due-Course” rule of the Federal Trade Commission, the provisions of which are similar to those contained in the Uniform Consumer Credit

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	Code and in state statutes and common law of many states.  The effect of these laws is to subject a seller (and certain lenders and their assignees, such as the trust) in a consumer credit transaction to all claims and defenses which the obligor in the transaction can assert against the sellers of the goods or services.  Under these laws, the trust as holder of the trust student loans will be subject to any claims or defenses that the student borrower may assert against its school for failure of the school to satisfy its obligations under the enrollment agreement with the student as a result of a school closure or otherwise.  If a student is successful in making such a claim against the school, the student may have the right to recover from the trust payments previously made on the related trust student loan and have a defense against making further payments.  In this event, to the extent available funds and credit enhancement is insufficient to cover such amounts, you may suffer a loss on your investment.
	In addition, generally state law requires schools engaged in providing educational services in that state to be licensed by a state regulatory authority in that state.  In most states, if a school is not licensed at the time the student signs the enrollment agreement, the enrollment agreement may be void and, as a result, the student will have a defense against repayment of the loan.  Although the sellers will represent as a condition to the sale of the trust student loans that, as of the statistical cutoff date, all of the related schools are licensed under applicable law, to the extent that a related school became unlicensed prior to the student signing the enrollment agreement, the related borrower will have the right to recover payments previously made on the related trust student loan and will have a defense against further payment.  In this event, to the extent available funds and credit enhancement are insufficient to cover such amounts, you may suffer a loss on your investment.
Certain Actions Can Be Taken Without Noteholder Approval	The transaction documents provide that certain actions may be taken based upon receipt by the indenture trustee of a confirmation from each of the rating agencies that the then-current ratings assigned by the rating agencies then rating the notes will not be downgraded or withdrawn by those actions.  In this event, such actions may be taken without the consent of noteholders.

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The Bankruptcy Of The Servicer Could Delay The Appointment Of A Successor Servicer Or Reduce Payments On Your Notes	In the event of a default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or liquidator may have the power to prevent either the indenture trustee or the noteholders from appointing a successor servicer or prevent the servicer from appointing a subservicer, as the case may be, and delays in the collection of payments on the trust student loans may occur.  Any delay in the collection of payments on the trust student loans may delay or reduce payments to noteholders.  In addition, in the event of an insolvency or bankruptcy of the servicer, a court, conservator, receiver or liquidator may permit the servicer to assign its rights and obligations as servicer to a third party without complying with the provisions of the transaction documents.
The Trust May Be Affected By Delayed Payments From Borrowers Called To Active Military Service	The Servicemembers Civil Relief Act and similar state and local laws provide payment relief to borrowers who enter active military service and to borrowers in reserve status who are called to active duty after the origination of their trust student loans.  Recent and ongoing military operations by the United States have increased the number of citizens who are in active military service, including persons in reserve status who have been called or may be called to active duty.
	We do not know how many trust student loans have been or may be affected by the application of these laws.  As a result, there may be unanticipated delays in payment and losses on the trust student loans.
[Retention Of The Class B Notes By The Depositor Or An Affiliate May Reduce The Liquidity Of The Class B Notes]	[Although [all] [a portion] of the class B notes will initially be retained by the depositor or an affiliate, all or a portion of the class B notes could be subsequently sold in the secondary market at varying prices from time to time.  Accordingly, if a portion of the retained class B notes is sold, the market for the class B notes may be less liquid than would otherwise be the case.  Furthermore, if additional portions of the retained class B notes are sold in the secondary market, demand and market price for the class B notes already in the market could be adversely affected.]

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The Notes May Be Assigned Lower Ratings Than Those Described In This Prospectus Supplement By Different Rating Agencies	The sponsor, or an affiliate, will pay a fee to each of [__________] and [__________] (collectively, the “Rating Agencies”) to assign the initial credit ratings to the notes.  The SEC has said that being paid by the sponsor, issuer or an initial purchaser to issue or maintain a credit rating on asset-backed securities creates a conflict of interest for nationally recognized statistical rating organizations (“NRSROs”), and that this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to such NRSROs.
	The sponsor has not requested a rating of the notes by any NRSRO other than the Rating Agencies.  However, other NRSROs may assign their own ratings to any class or classes of notes at any time, even prior to the closing date.  NRSROs have different methodologies, criteria, models and requirements, which may result in ratings that are lower than those assigned by the Rating Agencies.  Depending upon the level of the ratings assigned, what NRSROs are involved, what their stated reasons are for assigning a lower rating, and other factors, if a NRSRO issues a lower rating, the liquidity, market value and regulatory characteristics of the particular class or classes of notes could be materially and adversely affected.  In addition, the mere possibility that such a rating could be issued may affect price levels in any secondary market that may develop.
Illiquid Market Conditions May Occur from Time to Time	Despite recent federal market interventions and programs, periods of general market illiquidity may occur from time to time and may adversely affect the secondary market for your notes.  Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you may suffer a loss on your investment.

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[The Interests Of The Swap Counterparty May Differ From Those Of The Noteholders] [[_______] will serve as swap counterparty and may also serve as valuation agent pursuant to the terms of the swap agreement.  In that capacity, the swap counterparty will calculate collateral values and the mid-market value of the swap agreement and make other determinations that may be material to investors in the notes.  The manner in which [_______] makes such determinations or otherwise exercises its discretion may adversely affect investors in the notes.  In addition, [_______] may have the right to cease serving in this capacity or to delegate certain responsibilities to third parties, who may have interests and incentives that differ from those of investors in the notes.  In their capacity as swap counterparty, [_______] owes no fiduciary duty to the noteholders.]  

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DEFINED TERMS

In later sections, we use a few terms that we define in the Glossary at the end of this prospectus supplement.  These terms appear in bold face on their first use and in initial capital letters in all cases.

FORMATION OF THE TRUST

The Trust

SLM Private Education Loan Trust 20[__]-[_] is a statutory trust newly formed in accordance with Delaware law on ________ __, 20__ under a short-form trust agreement dated as of the same date.  The short-form trust agreement will be amended on the closing date pursuant to an amended and restated trust agreement to be dated as of the closing date among the depositor, the trustee, the Delaware trustee and the indenture trustee.  We refer to the short-form trust agreement and the amended and restated trust agreement together as the “trust agreement.”

After its formation, the trust will not engage in any activity other than:

· acquiring, holding and managing the trust student loans and holding the other assets of the trust and related proceeds;

· issuing the notes;

· making payments on the notes;

· [entering into the swap agreement and making the payments required thereunder;]

· entering into any potential future interest rate cap agreement at the direction of the administrator from time to time and making payments, including any upfront payments, required thereunder; and

· engaging in other activities that are necessary, suitable or convenient to accomplish, or are incidental to, the foregoing.

The trust was initially capitalized with nominal equity of $100, excluding any amounts to be deposited by the trust into the reserve account, the collection account and the cash capitalization account.  The depositor will use the net proceeds of the sale of the notes to pay to the trust the amounts to be deposited by the trust into the collection account, the cash capitalization account and the reserve account.  The trust will purchase the trust student loans from the depositor under a sale agreement to be dated as of the closing date among the depositor, the trust and the trustee.  On the closing date, the depositor will use the net proceeds it receives from the sale of the trust student loans to pay the sellers the respective purchase prices for the trust student loans acquired from them under the related purchase agreements.

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The property of the trust will consist of:

the pool of trust student loans, legal title to which is held by the trustee on behalf of the trust;

all funds collected on trust student loans on or after the closing date;

all moneys and investments from time to time on deposit in the Trust Accounts;

[its rights under the swap agreement and the related documents;] and

its rights under the transfer and servicing agreements, including the right to require the applicable seller, the depositor or the servicer to repurchase trust student loans from it or to substitute student loans under certain conditions.

The sections “Transfer and Servicing Agreements,” “Servicing and Administration,” “Description of the Notes” and “Additional Information Regarding The Notes” in the base prospectus contain descriptions of the material provisions of the transaction documents.

The notes will be secured by the property of the trust.  The Trust Accounts will be established and maintained in the name of the indenture trustee for the benefit of the noteholders.  To facilitate servicing and to minimize administrative burden and expense, the servicer will act as custodian of the promissory notes representing the trust student loans and other related documents.

The trust’s principal offices are in [________], in care of [________], as trustee, at its address shown below.

Capitalization of the Trust

The following table illustrates the capitalization of the trust as of the closing date, as if the issuance and sale of the securities had taken place on that date:

Floating Rate Class A-1 Student Loan-Backed Notes	$
Floating Rate Class A-2 Student Loan-Backed Notes	$
Floating Rate Class B Student Loan-Backed Notes	$
Equity		100
Total	$

Repurchase Requests

The transfer and servicing agreements for prior pools of student loans that were securitized by the depositor and its relevant affiliated securitizers contain certain covenants requiring the repurchase of a student loan from the related issuing entity for

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the uncured breach of a related representation or warranty in each case where such breach materially and adversely affects the interests of the related trust in that student loan.  In the past year, neither the depositor nor any of its affiliated securitizers has received a demand to repurchase any student loan, as reportable on SEC Form ABS-15G, underlying a securitization of private education loans for which it has acted as depositor.  The depositor, as securitizer covering all of its affiliated securitizers, is responsible for disclosure of all fulfilled and unfulfilled repurchase requests for FFELP student loans on SEC Form ABS-15G.  The depositor filed its most recent Form ABS-15G, on behalf of itself and its affiliated securitizers, with the SEC on ________, 20__.  The depositor’s CIK number is __________.  Additional information regarding the depositor may be found under “Formation of the Issuing Entities—The Depositor” in the base prospectus and additional information regarding its repurchase obligations may be found under “Transfer and Servicing Agreements—Sale of Student Loans to the Trust; Representations and Warranties of the Depositor” in the base prospectus.

Depositor

The depositor is SLM Funding LLC, which is a Delaware limited liability company and a wholly-owned subsidiary of SLM Education Credit Finance Corporation, which we refer to as SLM ECFC.  The depositor was formed on December 31, 2002.  SLM ECFC is the sole member of the depositor.

Trustee

The trustee is [________], a national banking association organized under the laws of the United States.  It maintains a trust address at [________].  [________], has been, and currently is, serving as trustee for numerous securitization transactions and programs involving pools of student loan receivables.

[________] has provided the information in the immediately prior paragraph.  Other than the immediately prior paragraph, [________], has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus supplement or the base prospectus.

The trustee will acquire on behalf of the trust legal title to all the trust student loans purchased on the closing date.

The trustee will act on behalf of the excess distribution certificateholder and the RC Certificateholder and represent and exercise the rights and interests of the excess distribution certificateholder and the RC Certificateholder under the trust agreement.  Except as specifically delegated to the administrator in the administration agreement, the trustee will also execute and deliver all agreements required to be entered into on behalf of the trust.

The liability of the trustee in connection with the issuance and sale of the notes will consist solely of the express obligations specified in the trust agreement and sale agreement.  The trustee will not be personally liable for any actions or omissions that

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were not the result of its own bad faith, willful misconduct or negligence.  The trustee will be entitled to be indemnified by the administrator (at the direction of the depositor) for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the indenture and the other transaction documents.  See “Description of the Notes” in this prospectus supplement and “Transfer and Servicing Agreements” in the base prospectus.  Affiliates of the depositor maintain banking relations with the trustee.

The trustee may resign at any time.  The administrator may also remove the trustee if it becomes insolvent or ceases to be eligible to continue as trustee.  In the event of such a resignation or removal, the administrator will appoint a successor.  The resignation or removal of the trustee and the appointment of a successor will become effective only when a successor accepts its appointment.  To the extent expenses incurred in connection with the replacement of the trustee are not paid by the trustee that is being replaced or by the successor trustee, the depositor will be responsible for the payment of such expenses.

Indenture Trustee and Paying Agent

The trust will issue the notes under an indenture to be dated as of the closing date.  Under the indenture, [________] will act as indenture trustee and paying agent for the notes.

[________] is a [banking corporation].  Its principal corporate trust address is [________].  [________]has been, and currently is, serving as indenture trustee and trustee for numerous securitization transactions and programs involving pools of student loans.  [________] is one of the largest corporate trust providers of trust services on securitization transactions.

[________] has provided the information in the immediately prior paragraph.  Other than the immediately prior paragraph, [________] has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus supplement or the base prospectus.

Affiliates of the depositor maintain customary banking relations on arms-length terms with the indenture trustee.

The indenture trustee will act on behalf of the noteholders and represent their interests in the exercise of their rights under the indenture, subject to the limitations set forth in the indenture.

To the extent expenses incurred in connection with the replacement of an indenture trustee are not paid by the indenture trustee that is being replaced, the depositor will be responsible for the payment of such expenses.

The indenture trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence.  The indenture trustee will be entitled to be indemnified by the administrator (at the direction

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of the trust) for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the indenture and the other transaction documents.  Upon the occurrence of an event of default, and in the event the administrator fails to reimburse the indenture trustee, the indenture trustee will be entitled to receive all such amounts owed from cashflow on the trust student loans prior to any amounts being distributed to the noteholders.

Delaware Trustee

[________] will be the Delaware trustee under the trust agreement.  The Delaware trustee will act in the capacities required for a Delaware trustee under the Delaware Statutory Trust Act.

[________] is a Delaware banking corporation with its principal place of business located at [________].  [________] has and is currently serving as Delaware trustee for numerous securitization transactions and programs involving pools of student loan receivables.

[________] has provided the information in the prior paragraph.  Other than the prior paragraph, [________] has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus supplement or the base prospectus.

The liability of the Delaware trustee in connection with the issuance and sale of the notes will consist solely of the express obligations specified in the trust agreement.  The Delaware trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence.  The Delaware trustee will be entitled to be indemnified by the administrator (at the direction of the depositor) for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the trust agreement.  See “Description of the Notes” in this prospectus supplement and “Transfer and Servicing Agreements” in the base prospectus.  The depositor and its affiliates maintain banking relations with the Delaware trustee and/or its affiliates.

The Delaware trustee may resign at any time.  The administrator may also remove the Delaware trustee if it becomes insolvent or ceases to be eligible to continue as Delaware trustee.  In the event of such a resignation or removal, the administrator will appoint a successor.  The resignation or removal of the Delaware trustee and the appointment of a successor will become effective only when a successor accepts its appointment.  To the extent expenses incurred in connection with the replacement of the Delaware trustee are not paid by the successor Delaware trustee, the depositor will be responsible for the payment of such expenses.

APPENDIX A TABLES

The tables in Appendix A attached to this prospectus supplement contain additional information concerning certain private education loans of SLM Corporation and its consolidated subsidiaries, the direct or indirect parent of the sellers and the

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depositor, which loans are segmented by program type, FICO score, borrower status and school type.  The tables in Appendix A attached to this prospectus supplement also include the periodic default percentages (without regard to Recoveries) for such loans in accordance with the year such loans entered repayment by the number of years such loans have remained in repayment.  Such tables reflect the total defaulted principal balance of the related loans for each such year as a percentage of the total disbursed amount of such loans.

The tables in Appendix A attached to this prospectus supplement reflect information with respect to certain private education loans of SLM Corporation and its consolidated subsidiaries and may not be representative or indicative of the loss or delinquency performance of the trust student loans.  SLM Corporation owns other private education loans that differ from the trust student loans.  Loan losses, loan status and delinquency status may be influenced by a variety of economic, social and geographic conditions and other factors beyond our control.  We cannot assure you that the actual loan losses, loan status and delinquency status of the trust student loans will be similar to that set forth in Appendix A attached to this prospectus supplement.

[THE TABLES IN EACH ANNEX  AND APPENDIX TO THIS PROSPECTUS SUPPLEMENT WILL VARY BASED ON THE COMPOSITION OF A PARTICULAR POOL.  FOR EXAMPLE, TABLES SPECIFICALLY REGARDING CAREER TRAINING LOANS WILL ONLY BE INCLUDED WHEN CAREER TRAINING LOANS CONSTITUTE A SIGNIFICANT PERCENTAGE OF THE TRUST’S ASSETS.]

USE OF PROCEEDS

The trust will purchase the trust student loans from the depositor under the sale agreement in exchange for the issuance of the notes and the issuance of the excess distribution certificate to the depositor.

The depositor will use the net proceeds from the sale of the notes to the underwriters to pay to the trust the amount required to make the initial deposits to the collection account, the cash capitalization account and the reserve account and to purchase the trust student loans from the depositor on the closing date under the sale agreement.

The depositor will then use the proceeds from the sale of the notes to the underwriters to pay to the sellers the respective purchase prices due to those sellers for the trust student loans purchased by the depositor.

Expenses incurred to establish the trust and issue the notes (other than fees that are due to the underwriters) are payable by the depositor.  Expenses to be paid by the depositor are estimated to be $[_________].

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THE TRUST STUDENT LOAN POOL

General

The trustee, on behalf of the trust, will purchase the pool of trust student loans from the depositor on the closing date, and the trust will be entitled to collections on and proceeds of the trust student loans on and after that date.  The depositor will purchase the trust student loans from SLM ECFC, VL Funding and [____] under the applicable purchase agreement on the closing date.

Eligible Trust Student Loans

The trust student loans were selected by employing several criteria, including requirements that each trust student loan as of the statistical cutoff date:

· contains terms in accordance with those required by the loan program under which it was originated (the Undergraduate and Graduate Student Loan Programs, the Law Loan Programs, the MBA Loan Programs, the Medical Loan Programs, the Direct-to-Consumer Loan Programs, the EFG Loan Programs, the Smart Option Student Loan® Program, the Career Training Loan Program and the Private Consolidation Loan Program, as applicable), the purchase agreements, and other applicable requirements;

· is not more than [___] days past due;

· is fully disbursed; and

· does not have a borrower who is noted in the related records of the servicer as being currently involved in a bankruptcy proceeding.

No trust student loan, as of the statistical cutoff date, was subject to any prior obligation to sell that loan to a third party.

For a description of each loan program under which the private education loans were originated, see Appendices B through K to the base prospectus.  In addition, certain exceptions to the underwriting standards described in the base prospectus may be made in the event that compensating factors are demonstrated by a borrower.

Additional Seller

VL Funding LLC.  VL Funding LLC is a Delaware limited liability company whose sole member is SLM ECFC.  We sometimes refer to VL Funding LLC as VL Funding.  VL Funding was formed on June 22, 2000.  VL Funding is a limited purpose, bankruptcy-remote entity formed to purchase education loans for re-sale in various securitization transactions.  Sallie Mae, Inc. services all loans owned by VL Funding that may be sold to the trust.  [_________], acts as interim trustee on behalf of VL Funding.

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[ADDITIONAL AFFILIATED SPECIAL PURPOSE ENTITY SELLER DISCLOSURE TO BE ADDED IF APPLICABLE]

Certain Expenses

Expenses incurred in connection with the acquisition of the trust student loans and the establishment of the trust (including the expenses of accountants, underwriters and rating agencies) are paid by Sallie Mae, Inc. and/or the depositor.  Such expenses are not paid from proceeds of the sale of the notes.

Characteristics of the Trust Student Loans

The tables contained in Annex A to this prospectus supplement provide a description of specified characteristics of the trust student loans as of the statistical cutoff date.  The aggregate outstanding principal balance of the trust student loans in each of the tables in Annex A includes the principal balance due from borrowers, plus accrued interest to be capitalized of $[_________] as of the statistical cutoff date.

Unless otherwise specified, all information with respect to the trust student loans presented in this prospectus supplement or in Annex A is as of ________ __, 20__, which is the statistical cutoff date.

Insurance of Student Loans

The trust student loans are not guaranteed, insured or reinsured by the United States or any state-sponsored guarantee agency or private insurer.

Cure Period for Trust Student Loans

The applicable seller, the depositor or the servicer, as applicable, will be obligated to purchase, or to substitute qualified substitute student loans for, any trust student loan in the event of a material breach of certain representations, warranties or covenants concerning such trust student loan, following a period during which the breach may be cured.  The cure period will be [270] days.  In each case the cure period begins on the date on which the breach is discovered.  The purchase or substitution will be made not later than the end of the [270]-day cure period.

[RECENT DEVELOPMENTS]

[DISCLOSURE TO BE INCLUDED IN EACH PROSPECTUS SUPPLEMENT, AS REQUIRED.]

DESCRIPTION OF THE NOTES

General

The notes will be issued under an indenture substantially in the form filed as an exhibit to the registration statement to which this prospectus supplement relates.  The following summary describes some terms of the notes, the indenture, the trust

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agreement [and the swap agreement].  The base prospectus describes other terms of the notes.  See “Description of the Notes” and “Additional Information Regarding the Notes” in the base prospectus.  The following summary does not cover every detail and is subject to the provisions of the notes, the indenture, the trust agreement [and the swap agreement.]

Interest

The Class A Notes

Distributions of Interest.  Interest will accrue on the outstanding principal balances of the class A notes at their respective interest rates described below.  Interest will accrue during each applicable accrual period and will be payable to the class A noteholders entitled to distributions on each applicable distribution date.  Interest accrued as of any applicable distribution date but not paid on that distribution date will be due on the next applicable distribution date together with an amount equal to interest on the unpaid amount at the applicable rate per annum specified in the definition of Class A Note Interest Shortfall in the Glossary.  Interest payments on the class A notes entitled to distributions for any applicable distribution date will generally be funded from Available Funds and from amounts on deposit in the cash capitalization account and the reserve account to the extent necessary and available.  See “—Distributions” and “—Credit Enhancement” in this prospectus supplement.  If these sources are insufficient to pay the Class A Noteholders’ Interest Distribution Amount for that distribution date, the shortfall will be allocated pro rata to the class A noteholders entitled to distributions on that distribution date, based upon the total amount of interest then payable on each class of class A notes.

Interest will be payable on each class of class A notes on each distribution date.  The class A-1 notes will bear an annual interest rate equal to the sum of the prime rate and [___]%.  The class A-2 notes will bear an annual interest rate equal to the sum of one-month LIBOR and [___]%.

The prime rate for each accrual period will be the arithmetic average of the H.15 Prime Rate for each day during such accrual period; provided however, that for each of the last five business days of an accrual period, the prime rate will be calculated using the H.15 Prime Rate in effect on the fifth business day prior to the accrual period end date.

The administrator will determine one-month LIBOR for each accrual period as described herein.  One-month LIBOR for each accrual period will be the rate per annum for one-month deposits in U.S. dollars which appears on the Bloomberg Screen BTMM Page under the heading “LIBOR FIX BBAM” as of 11:00 a.m., London time, on the second business day preceding the first day of such accrual period (or, in the case of the first accrual period, as of 11:00 a.m., London time, on [_______], 20__); provided, that if such rate does not appear on the Bloomberg Screen BTMM Page, one-month LIBOR will be the interest rate per annum determined by [_______], as administrator.

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In the event that the administrator is unable to determine the prime rate or one-month LIBOR, as applicable, as described above, the prime rate or one-month LIBOR, as applicable, for each accrual period will be calculated as described under “Additional Information Regarding the Notes—Determination of Indices” in the base prospectus.

The Class B Notes

Distributions of Interest.  Interest will accrue on the outstanding principal balance of the class B notes at the class B interest rate.  Interest will accrue during each accrual period and will be payable to the class B noteholders on each distribution date.  Interest accrued as of any distribution date but not paid on that distribution date will be due on the next distribution date together with an amount equal to interest on the unpaid amount at the class B interest rate.  Interest payments on the class B notes for any distribution date will generally be funded from Available Funds and the other sources of funds available for payment described in this prospectus supplement (subject to all prior required distributions).  See “—Distributions,” “—Credit Enhancement—Reserve Account” and “—Principal—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement.

The class B notes will bear an annual interest rate equal to the sum of one-month LIBOR and [___]%.

The administrator will determine one-month LIBOR for the class B notes for all accrual periods in the same manner as for the class A-2 notes as described above.

Notice of Interest Rates

Information concerning the past and current LIBOR and the interest rates applicable to the notes will be available on the administrator’s website at http://www.salliemae.com/about/investors/debtasset/slmsltrusts/issuedetails/20[__]-[_].htm or by telephoning the administrator at [(___) ___-____] between the hours of 9 a.m. and 4 p.m. Eastern time on any business day and will also be available through Reuters Screen LIBOR01 Page or Bloomberg L.P.  If any class of notes is listed on the Luxembourg Stock Exchange, the administrator will also cause the Luxembourg Stock Exchange to be notified of the current interest rate for each class of notes listed on the exchange prior to the first day of each accrual period and of the first day and last day of each related accrual period.

Trust Accounts and Eligible Investments

The administrator will establish and maintain in the name of the indenture trustee the collection account, the cash capitalization account and the reserve account for the benefit of the noteholders.

Funds in the Trust Accounts will be invested in “eligible investments” which are book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

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· direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America, the Government National Mortgage Association (“GNMA”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”), the Federal National Mortgage Association (“Fannie Mae”), or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America; provided that obligations of, or guaranteed by, GNMA, Freddie Mac or Fannie Mae shall be eligible investments only if, at the time of investment, they meet the criteria of each of the rating agencies rating the notes for collateral for securities having ratings equivalent to the ratings of the notes in effect at the closing date;

· 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 the first bullet point 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 rating the notes in the highest investment category granted thereby;

· commercial paper having, at the time of the investment, a rating from each of the rating agencies rating the notes in the highest investment category granted thereby;

· investments in money market funds having a rating from each of the rating agencies rating the notes in the highest investment category granted thereby (including funds for which the indenture trustee, the administrator or the trustee, or any of their respective affiliates is investment manager or advisor);

· bankers’ acceptances issued by any depository institution or trust company referred to in the second bullet point above;

· 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 the second bullet point above; and

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· any other investment which would not result in the downgrading or withdrawal of any rating of the notes by any of the rating agencies rating the notes as affirmed in writing by such rating agencies to the indenture trustee.

Principal

The Class A Notes

Distributions of Principal.  Principal payments will be made to the class A noteholders on each distribution date in an amount generally equal to the Class A Noteholders’ Principal Distribution Amount for that distribution date, until the principal balance of each class of the class A notes is reduced to zero.

Principal payments on the class A notes will generally be funded from Available Funds and the other sources of funds available for payment described in this prospectus supplement (subject to all prior required distributions).  See “—Distributions,” “—Credit Enhancement” and “—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement.

Amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to make principal payments on the class A notes except at maturity of the applicable class of notes or on the final distribution upon termination of the trust.

Principal payments generally will be applied on each distribution date in the priorities set forth under “—Distributions” in this prospectus supplement.

However, notwithstanding any other provision to the contrary, following the occurrence of an event of default and the exercise by the indenture trustee of remedies under the indenture, principal payments on the class A notes will be made pro rata, without preference or priority.

The aggregate outstanding principal balance of each class of class A notes will be due and payable in full on its maturity date. The actual date on which the aggregate outstanding principal and accrued interest of a class of class A notes is paid may be earlier than its maturity date, based on a variety of factors as described in “You Will Bear Prepayment and Extension Risk Due To Actions Taken By Individual Borrowers And Other Variables Beyond Our Control” under “Risk Factors” in the base prospectus.

The Class B Notes

Distributions of Principal.  Principal payments will be made to the class B noteholders on each distribution date after the class A notes have been paid in full, in an amount generally equal to the Class B Noteholders’ Principal Distribution Amount for that distribution date.  Principal payments will generally be funded from

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Available Funds and the other sources of funds described in this prospectus supplement (subject to all prior required distributions).  Amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to make principal payments on the class B notes except at their maturity and on the final distribution upon termination of the trust.  See “—Distributions” and “—Credit Enhancement—Reserve Account” in this prospectus supplement.

The outstanding principal balance of the class B notes will be due and payable in full on the class B maturity date.  The actual date on which the outstanding principal and accrued interest of the class B notes is paid may be earlier than its maturity date, based on a variety of factors as described in “You Will Bear Prepayment and Extension Risk Due To Actions Taken By Individual Borrowers And Other Variables Beyond Our Control” under “Risk Factors” in the base prospectus.

Subordination of the Class B Notes.  On any distribution date, distributions of interest on the class B notes will be subordinated to the payment of interest on the class A notes and principal payments on the class B notes will be subordinated to the payment of both interest on and principal of the class A notes.  Consequently, on any distribution date, Available Funds, amounts on deposit in the reserve account remaining after payment of the primary servicing fee and the administration fee and, through the ______ 20__  distribution date, amounts on deposit in the cash capitalization account, will be applied to the payment of interest on the class A notes prior to any payment of interest on the class B notes, and no payments of the principal balance on the class B notes will be made on that distribution date until the class A notes have received the Class A Noteholders’ Principal Distribution Amount for that distribution date.

Notwithstanding the foregoing, if:

(1)           on any distribution date following distributions under clauses (1) through (6) under “—Distributions—Distributions from the Collection Account” to be made on that distribution date, without giving effect to any payments from the cash capitalization account to the class B noteholders, the outstanding principal balance of the class A notes, would be in excess of:

· the outstanding principal balance of the trust student loans, plus

· any accrued interest on the trust student loans as of the last day of the related collection period that is expected to be capitalized, plus

· the balance of the cash capitalization account on the distribution date following those distributions made with respect to clauses (1) through (5) under “—Distributions—Distributions from the Collection Account” below, plus

· the balance of the reserve account on the distribution date following those distributions made under clauses (1) through (6) under

“—Distributions—Distributions from the Collection Account” below, minus

· the Specified Reserve Account Balance for that distribution date, or

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(2)           an event of default under the indenture affecting the class A notes has occurred and is continuing,

then, until the conditions described in (1) or (2) above no longer exist, the amounts on deposit in the collection account and the reserve account will be applied on that distribution date and each applicable subsequent distribution date to the payment of the Class A Noteholders’ Distribution Amount before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount.

Optional Interest Rate Reduction

At the sole discretion of the noteholders representing 100% of the outstanding principal balance of any class of notes, the related spread to one-month LIBOR for such class of notes may be reduced, as determined by such noteholders in their sole discretion, effective as of the beginning of the next accrual period, and as shall be specified in writing to the indenture trustee, the administrator and the trust.  Upon receipt of such written instructions by the indenture trustee and effective as of the beginning of the next accrual period, the related class of notes will bear an annual interest rate equal to one-month LIBOR plus the applicable reduced spread.  Following any such reduction of the related spread to one-month LIBOR on such class of notes, the spread applicable to such class may not be subsequently increased except pursuant to the terms of a supplemental indenture and under no circumstances may the spread to one-month LIBOR on such class of notes at any time exceed the spread to one-month LIBOR on such class of notes effective on the closing date.

Class RC Certificate

Under the trust agreement, the trust will also issue the RC certificate.  The principal balance of the RC certificate will equal 5% of the initial Pool Balance.  The principal balance of the RC certificate will be allocated realized losses as such losses are incurred by the trust until the principal balance of such certificate is reduced to zero.  In general, distributions, if any, on the RC certificate will be made only after the principal balance of each class of notes has been reduced to zero.

Distributions

Deposits into the Collection Account.  On the closing date, the trust will make an initial deposit into the collection account of cash or eligible investments equal to approximately $[_________] plus the excess, if any, of the Pool Balance as of the statistical cutoff date over the Pool Balance as of the closing date.  On or before the business day immediately prior to each distribution date, the servicer and the administrator will provide the indenture trustee with certain information as to the preceding collection period, including the amount of Available Funds received from the trust student loans and the aggregate purchase amount of the trust student loans to be purchased from the trust by the sellers, the depositor or the servicer.

The servicer will deposit all payments on the trust student loans and all proceeds of the trust student loans collected by it during each collection period into the collection account within two business days of receipt. See “Servicing and Administration—Payments on Student Loans” in the base prospectus.

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Distributions from the Collection Account.  On or before each distribution date, the administrator will instruct the indenture trustee to make the deposits and distributions set forth below in the amounts and in the order of priority shown below.

These deposits and distributions will be made to the extent of the Available Funds for that distribution date, plus funds (A) deposited into the collection account from the cash capitalization account, if any, for payment of items (1) through (5) and (B) deposited into the collection account from the reserve account, if any, for payment of items (1) through (5) and on the respective maturity date of each class of notes, items (6) and (7) to the extent necessary to reduce the outstanding principal balance of the related class of notes to zero, and, in the case of the final distribution upon termination of the trust, for payment of items (1) through (14):

(1) to the servicer, the primary servicing fee due on that distribution date;

(2) to the administrator, the administration fee due on that distribution date and all prior unpaid administration fees;

(3) [to the swap counterparty, any swap payments payable to the swap counterparty by the trust under the swap agreement;]

(4) [pro rata, based on the aggregate principal balance of the class A notes and the amount of any swap termination payment due and payable by the trust to the swap counterparty under this item (4):]

(a) to the class A noteholders, the Class A Noteholders’ Interest Distribution Amount; and

(b) [to the swap counterparty, the amount of any swap termination payments due to the swap counterparty under the swap agreement resulting from (i) a termination event or event of default where the trust is the sole affected party or defaulting party, respectively, or (ii) a “Tax Event” or “Illegality” (each as defined in the swap agreement), irrespective of which party is the affected party; provided, that if any amounts allocable to the notes are not needed to pay the Class A Noteholders' Interest Distribution Amount as of such distribution date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid;]

(5) to the class B noteholders, the Class B Noteholders’ Interest Distribution Amount;

(6) sequentially, first, to the class A-1 noteholders, and second, to the class A-2 noteholders, in that order, until the principal balance of each such class has been reduced to zero, the Class A Noteholders’ Principal Distribution Amount;

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(7) to the class B noteholders, until the principal balance of the notes has been reduced to zero, the Class B Noteholders’ Principal Distribution Amount;

(8) to the reserve account, the amount required to reinstate the amount in the reserve account up to the Specified Reserve Account Balance;

(9) to the indenture trustee, the trustee and the Delaware trustee, any unpaid fees and expenses, including without limitation any indemnity amounts, to the extent such amounts have not been paid by the administrator;

(10) to the servicer, the aggregate unpaid amount of the carryover servicing fee, if any;

(11) [to the swap counterparty, the amount of any swap termination payments owed by the trust to the swap counterparty under the swap agreement and not payable in clause (4) above;]

(12) to the related potential future cap counterparty under any potential future interest rate cap agreement, the amount of any payment due under such potential future interest rate cap agreement;

(13) sequentially, first, to the class A-1 noteholders, second, to the class A-2 noteholders, and third, to the class B noteholders, in that order, until the principal balances thereof have been reduced to zero, the Additional Principal Distribution Amount, if any; and

(14) first, to the class RC certificates, to reduce their remaining outstanding principal balance, if any, to zero, then to the excess distribution certificateholder, any remaining amounts after application of the preceding clauses.

Notwithstanding the foregoing, the indenture trustee shall be entitled to reimburse itself, the trustee and the Delaware trustee for any fees and expenses (including without limitation any indemnity amounts) owed to such parties under the indenture, the interim trust agreements or the trust agreement, as applicable, prior to making any payments under clauses (1) through (14) above, to the extent any fees and expenses of such parties (including without limitation any indemnity amounts) are not reimbursed by the administrator.  Distributions to the indenture trustee, the trustee and the Delaware trustee paid from the trust prior to other distributions of Available Funds will be paid pro rata, based on amounts due, and will not exceed [$__________] per annum in the absence of an event of default under the indenture.  However, in the event that there is an event of default under the indenture (with no acceleration of the maturity of the notes by declaration of noteholders holding a majority of the outstanding principal balance of the notes) as a result of an uncured default in the observance or performance by the trust of any covenant or agreement, then such payments shall not exceed [$__________] per annum until either an acceleration of the maturity of the notes (by declaration of noteholders holding a majority of the outstanding principal

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balance of the notes) has occurred in connection with such event of default or another event of default (other than another event of default as a result of an uncured default in the observance or performance by the trust of any covenant or agreement that does not lead to an acceleration of the maturity of the related class of notes) under the indenture has occurred, in which case the [$__________] per annum cap will not be applicable.

Priority of Payments Following Certain Events of Default Under the Indenture

After any of the following:

· an event of default under the indenture relating to the payment of principal of any class of notes at its maturity date or to the payment of interest on the controlling class of notes which in either case has resulted in an acceleration of the maturity of the notes;

· an event of default under the indenture relating to an insolvency event or a bankruptcy with respect to the trust which has resulted in an acceleration of the maturity of the notes; or

· a liquidation of the trust assets following any event of default under the indenture;

the priority of payments changes.  In particular, payments on the notes on each distribution date following the acceleration of the maturity of such notes as provided above will be made in the following order of priority:

(1) pro rata, to the indenture trustee, for annual fees and any other amounts due and owing to it under the indenture, and to the trustee and Delaware trustee, if applicable, for annual fees and any other amounts due and owing to them under the trust agreement (but, in each case, only to the extent not paid by the administrator or the depositor);

(2) to the servicer, the primary servicing fee due on that distribution date;

(3) to the administrator, the administration fee due on that distribution date and all prior unpaid administration fees;

(4) [to the swap counterparty, any swap payments payable to the swap counterparty by the trust under the swap agreement;]

(5) [pro rata, based on the aggregate principal balance of the notes and the amount of any swap termination payment due and payable by the trust to a swap counterparty under this item (5):]

(a) to the class A noteholders, pro rata, the Class A Noteholders’ Interest Distribution Amount; and; and

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(b) [to the swap counterparty, the amount of any swap termination payments due to the swap counterparty under the swap agreement resulting from (i) a termination event or event of default where the trust is the sole affected party or defaulting party, respectively, or (ii) a “Tax Event” or “Illegality” (each as defined in the swap agreement), irrespective of which party is the affected party; provided, that if any amounts allocable to the notes are not needed to pay the Interest Distribution Amount as of such distribution date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid;]

(6) pro rata, based on the aggregate principal balance of the class A notes, to the class A noteholders, an amount sufficient to reduce the respective principal balances of the class A notes to zero;

(7) to the class B noteholders, the Class B Noteholders’ Interest Distribution Amount;

(8) to the class B noteholders, an amount sufficient to reduce the principal balance of the class B notes to zero;

(9) to the servicer, all carryover servicing fees, if any;

(10) [to the swap counterparty, the amount of any swap termination payments owed by the trust to the swap counterparty under the swap agreement and not payable in item (5) above;]

(11) to the related potential future cap counterparty under any potential future interest rate cap agreement, the amount of any payment due under such potential future interest rate cap agreement; and

(12) first, to the class RC certificates, to reduce their remaining outstanding principal balance, if any, to zero, then to the excess distribution certificateholder, any remaining funds.

Voting Rights and Remedies

Noteholders will have the voting rights and remedies set forth in the base prospectus.  The notes will all vote and exercise remedies together as if they were a single class other than with respect to exercising the right to liquidate collateral, in which case the class A notes and class B notes have different rights.  See “Description of the Notes—The Indenture—Events of Default; Rights Upon Event of Default” in the base prospectus.

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Cash Capitalization Account

The cash capitalization account will be created with an initial deposit by the trust on the closing date of cash or eligible investments in an amount equal to $[_________].  Amounts on deposit into the cash capitalization account will not be replenished.

Amounts held from time to time in the cash capitalization account will be held for the benefit of the noteholders.  Funds will be withdrawn from the cash capitalization account on any distribution date prior to the ______ 20__ distribution date to the extent that the amount of Available Funds on the distribution date is insufficient to pay items (1) through (5) under “—Distributions—Distributions from the Collection Account” above.  Any amount remaining on deposit in the cash capitalization account on the ______ 20__ distribution date will be released to the collection account and treated as Available Funds.

The cash capitalization account is intended to enhance the likelihood of timely distributions of interest to the noteholders through the ______ 20__ distribution date.

Credit Enhancement

Subordination of the Class B Notes.  On any distribution date, distributions of interest on the class B notes will be subordinated to the payment of interest on the class A notes, and principal payments on the class B notes will be subordinated to the payments of both interest on and principal of the class A notes, as described in this prospectus supplement.  Failure to pay the Class B Noteholders’ Interest Distribution Amount in full on any distribution date will not result in an event of default under the indenture for so long as any class A notes are outstanding.  This subordination feature provides credit enhancement to the class A notes as the class B notes will not be paid interest until the class A notes receive all payments of interest and the class B notes will not receive any principal payments so long as any class A notes are outstanding.  In addition, the class B notes will be allocated losses on the trust student loans before any such loss amounts are allocated to the class A notes.

Reserve Account.  The reserve account will be created with an initial deposit by the trust on the closing date of cash or eligible investments in an amount equal to $[_________].  The reserve account may be replenished on each distribution date by a deposit into it of the amount, if any, necessary to reinstate the balance of the reserve account to the Specified Reserve Account Balance from the amount of Available Funds remaining after payment for that distribution date of the items specified in clauses (1) through (5) under “—Distributions—Distributions from the Collection Account” above.

If the market value of cash and eligible investments in the reserve account on any distribution date is sufficient, when taken together with amounts on deposit in the collection account, to pay the remaining principal balance of and accrued interest on the notes, [any payments owing to the swap counterparty] and any servicing and administration fees, amounts on deposit in the reserve account will be so applied on that distribution date.

If the amount on deposit in the reserve account on any distribution date after giving effect to all deposits or withdrawals from the reserve account on that distribution date is greater than the Specified Reserve Account Balance for that distribution date,

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subject to certain limitations, the administrator will instruct the indenture trustee in writing to deposit the amount of the excess into the collection account to be included as part of Available Funds on that distribution date.

Amounts held from time to time in the reserve account will continue to be held for the benefit of the trust.  Funds will be withdrawn from amounts on deposit in the reserve account on any distribution date to the extent that the amount of Available Funds and the amount on deposit in the cash capitalization account on that distribution date is insufficient to pay any of the items specified in clauses (1) through (5) under “—Distributions—Distributions from the Collection Account” above.  These funds also will be withdrawn at final maturity or on the final distribution upon termination of the trust to the extent that the amount of Available Funds at that time is insufficient to pay the items specified in clause (6) and (7), in the case of the final distribution upon termination of the trust, clauses (1) through (14) under “—Distributions—Distributions from the Collection Account” above.

The reserve account is intended to enhance the likelihood of timely distributions of interest to the noteholders and the payment in full of the notes at their respective maturity dates.  In some circumstances, however, amounts on deposit in the reserve account could be reduced to zero (for example, if there are greater than anticipated delinquencies or defaults on the trust student loans).

Overcollateralization.  Overcollateralization is a form of credit enhancement designed to absorb losses on the pool of trust student loans prior to such losses being allocated to any class of notes (if allocated to the notes, such losses will be allocated first, to the class B notes and then, if necessary, to the class A notes, pro rata).  On the closing date, the sum of the initial Pool Balance and the initial deposits into the reserve account and the cash capitalization account will be greater than the aggregate principal balance of the notes.  Overcollateralization is intended to provide credit enhancement for the notes.  In general, the Overcollateralization Percentage is intended to equal 100% minus the then current aggregate principal balance of the notes divided by the Asset Balance.  The initial Overcollateralization Percentage will be approximately [___]%.  The amount of overcollateralization will vary from time to time depending on the rate and timing of principal payments on the trust student loans, capitalization of interest, certain borrower fees and the incurrence of losses on the trust student loans.  In general, overcollateralization will not exceed the Specified Overcollateralization Amount.

Potential Future Interest Rate Cap Agreement

At any time after the closing date, at the direction of the administrator, the trust may enter into one or more interest rate cap agreements (collectively, the “potential future interest rate cap agreement”) with one or more Eligible Cap Counterparties (collectively, the “potential future cap counterparty”) to hedge some or all of the interest rate risk of the notes.  Any potential future interest rate cap agreement would contain customary and usual terms for such derivative agreements.  Any payment due by the trust to a potential future cap counterparty would be payable only out of funds payable under clause (12) of “—Distributions—Distributions from the Collection Account” in this prospectus supplement.  Any payments received from a potential future cap

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counterparty will be included in Available Funds.  The trust will enter into a potential future interest rate cap agreement only upon receipt of a written confirmation from each rating agency then rating the notes that such potential future interest rate cap agreement will not result in the downgrading of its then current rating of any class of notes.  It is not anticipated that the trust would be required to make any payments to any potential future cap counterparty under any potential future interest rate cap agreement other than an upfront payment and, in some circumstances, a termination payment.

Administration Fee

As compensation for the performance of the administrator’s obligations under the administration agreement and as reimbursement for its related expenses, the administrator will be entitled to an administration fee in an amount equal to $[_________] per collection period payable proportionately in arrears on each distribution date.

Servicing Compensation

The servicer will be entitled to receive the servicing fee in an amount equal to the primary servicing fee and the carryover servicing fee as compensation for performing the functions as servicer for the trust.  The primary servicing fee for any month is equal to 1/12 of an amount not to exceed [___]% of the outstanding principal balance of the trust student loans, calculated as of the closing date or the first day of the preceding calendar month, as the case may be.  The primary servicing fee will be payable in arrears out of Available Funds and amounts on deposit in the collection account, the cash capitalization account and the reserve account on each distribution date.  Primary servicing fees due and payable to the servicer will include amounts from any prior distribution dates that remain unpaid.

The carryover servicing fee is the sum of:

· the amount of specified increases in the costs incurred by the servicer;

· the amount of specified conversion, transfer and removal fees;

· any amounts described in the first two bullets that remain unpaid from prior distribution dates; and

· interest on any unpaid amounts.

The carryover servicing fee, including interest on any unpaid amounts computed at the 91-day treasury bill rate plus 2%, determined in the manner set forth under “Additional Information Regarding the Notes—Determination of Indices—91-day Treasury Bill Rate” in the base prospectus, will be payable to the servicer on each distribution date out of Available Funds after payment on that distribution date of the items specified in clauses (1) through (9) under “—Distributions—Distributions from the Collection Account.”  The carryover servicing fee will be subject to increases agreed to by the administrator, the trustee and the servicer, to the extent that a demonstrable and significant increase occurs in the costs incurred by the servicer in providing its services under the servicing agreement, such as those due to changes in applicable governmental regulations or postal rates.

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Trust Fees

The table below sets forth the fees payable by or on behalf of the trust.

Party	Amount
Servicer	The primary servicing fee(1) for any month is equal to 1/12 of an amount not to exceed [___]% of the outstanding principal balance of the trust student loans, plus the amount of any carryover servicing fee.
Indenture Trustee and Trustee(2)	$[_____] per annum, payable in advance.
Delaware Trustee(3)	$[_____] per annum, payable in advance.
Administrator(1)	$[_____] per month, payable in arrears.

_______________

(1) To be paid from Available Funds before any amounts are distributed to the noteholders.

(2) To be paid by the administrator pursuant to a separate agreement with the indenture trustee and trustee, and may be paid by the trust if there is an event of default under the indenture, and such amount has not previously been paid.

(3) To be paid by the administrator pursuant to a separate agreement with the Delaware trustee, and may be paid by the trust if there is an event of default under the indenture, and such amount has not previously been paid.

Optional Redemption of the Notes

The trust, at the written direction of the administrator, without prior notice to noteholders, will have the option, but not the obligation, to redeem the outstanding notes in whole (and not in part) at a price equal to par plus accrued interest beginning on the first distribution date on which the aggregate outstanding principal balance of the notes, prior to taking into account any distributions to be made on such distribution date, is equal to 10% or less of the initial aggregate principal balance of the notes, and continuing on each distribution date thereafter until the aggregate outstanding principal balance of the notes has been reduced to zero.

The trust will exercise the optional redemption by depositing into the collection account (or an escrow account under the control of the indenture trustee), before the related distribution date, the requisite amounts described below to be included as a part of Available Funds on such distribution date.  Upon redemption, noteholders will receive a price equal to 100% of the outstanding principal balance of their notes plus accrued interest, after taking into account all distributions of interest and principal made by the trust from Available Funds on such distribution date.

The trust will finance the optional redemption on the related distribution date solely through one or more of the following sources: (i) the sale of trust student loans to one or more unaffiliated third parties, (ii) the sale of trust student loans to a Qualifying SPE, (iii) borrowings under a Permitted Credit Agreement, and/or (iv) amounts on deposit in the reserve account remaining after any other required distributions are made therefrom.  The amount received from the sale of the trust student loans and/or borrowed under a Permitted Credit Agreement must be sufficient (after application of Available Funds for such distribution date) to:

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· pay noteholders 100% of the aggregate outstanding principal balance of the notes plus accrued interest, after taking into account all distributions of interest and principal made by the trust to all noteholders from Available Funds on such distribution date; and

· pay all other amounts, if any, then due and owed by the trust, to the extent not paid from Available Funds on such distribution date.

Such required amount is referred to in the aggregate herein as the “optional redemption exercise price.”

Exercise of the optional redemption will result in the early retirement of each class of the outstanding notes.

In addition, all amounts on deposit in the reserve account may be used by the trust on the date the optional redemption is exercised to pay, first, any and all obligations of the trust due and owing to parties other than noteholders.  Any remaining amounts may then be used to fund the exercise of the optional redemption.

Optional Purchase

See “The Student Loan Pools—Termination” in the base prospectus.  In addition to the optional purchase right described above, the servicer also will have the option, but not the obligation, to purchase any trust student loan on any date; provided that the servicer may not purchase trust student loans if the cumulative aggregate principal balance of all trust student loans so purchased exceeds 2% of the initial Pool Balance, including any such purchase to be made on such date.  The purchase price for any trust student loans purchased by the servicer using this option will be equal to the outstanding principal balance of such trust student loans plus accrued and unpaid interest through the date of purchase.

Auction of Trust Assets

The indenture trustee may, and at the written direction of either the administrator or noteholders holding a majority of the outstanding principal balance of the notes shall, offer for sale all remaining trust student loans at the end of the first collection period when the Pool Balance is 10% or less of the initial Pool Balance.

If such an auction takes place, the trust auction date will be the third business day before the related distribution date.  The depositor and its affiliates, including SLM ECFC and the servicer, and unrelated third parties may offer bids to purchase the trust student loans.  The depositor or any affiliate may not submit a bid representing greater than fair market value of the trust student loans.

If an auction is conducted and at least two bids are received, the indenture trustee will solicit and re-solicit new bids from all participating bidders until only one bid  remains or the remaining bidders decline to resubmit bids.  The indenture trustee will accept the highest remaining bid if it equals or exceeds the higher of:

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· the minimum purchase amount described under “—Optional Purchase” above (plus any amounts owed to the servicer as carryover servicing fees); or

· the fair market value of the trust student loans as of the end of the related collection period.

This minimum purchase amount is the amount that would be sufficient to:

· reduce the outstanding principal balance of each class of notes then outstanding on the related distribution date to zero; and

· pay to noteholders the interest payable on the related distribution date.

If at least two bids are not received or the highest bid after the re-solicitation process does not equal or exceed the minimum amount described above, the indenture trustee will not complete the sale.  The indenture trustee may, and at the direction and at the sole cost and expense of the depositor will be required to, consult with a financial advisor which may include an underwriter of the notes or the administrator, to determine if the fair market value of the trust student loans has been offered.  See “The Student Loan Pools—Termination” in the base prospectus.

The net proceeds of any auction sale will be used to retire any outstanding notes on the related distribution date.

If the sale is not completed, the indenture trustee may, and at the written direction of either the administrator or noteholders holding a majority of the outstanding principal balance of the notes shall, solicit bids for sale of the trust student loans after future collection periods upon terms similar to those described above, including the servicer’s waiver of its option to purchase all of the remaining trust student loans.  The indenture trustee may or may not succeed in soliciting acceptable bids for the trust student loans, either on the trust auction date or subsequently.

If the trust student loans are not sold as described above, on each subsequent distribution date, the amount of Available Funds remaining after giving effect to payment of clauses (1) through (12) under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement will be distributed to the noteholders as accelerated payments of note principal.

STATIC POOLS

Information concerning the static pool data of previous similar student loan securitizations of the sponsor was filed with the SEC as a report on Form 8-K on [___________] and may be found under [________].  The Form 8-K presents the static pool data of the sponsor’s previous securitizations involving similar student loan assets in the form of published charts.  We caution you that this pool of trust student loans may not perform in a similar manner to student loans in other trusts.

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PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED MATURITIES OF THE NOTES

The rate of payment of principal of the notes and the yield on the notes will be affected by prepayments on the trust student loans that may occur as described below.  Therefore, payments on the notes could occur significantly earlier than expected.  Consequently, the actual maturities of the notes could be significantly earlier, average lives of the notes could be significantly shorter, and periodic balances could be significantly lower, than expected.  Each trust student loan is prepayable in whole or in part, without penalty, by the borrowers at any time, or as a result of a borrower’s default, death, disability or bankruptcy and subsequent liquidation with respect thereto.  The rate of such prepayments cannot be predicted and may be influenced by a variety of economic, social, competitive and other factors, including as described below.  In general, the rate of prepayments may tend to increase to the extent that alternative financing becomes available on more favorable terms or at interest rates significantly below the interest rates applicable to the trust student loans.  Prepayments could increase as a result of certain borrower benefit programs, among other factors.  In addition, the depositor is obligated to repurchase any trust student loan (or substitute an eligible student loan) as a result of a breach of any of its representations and warranties relating to trust student loans contained in the sale agreement, and the servicer is obligated to purchase any trust student loan pursuant to the servicing agreement as a result of a breach of certain covenants with respect to such trust student loan, in each case where such breach materially adversely affects the interests of the trust in that trust student loan and is not cured within the applicable cure period.  See “Transfer and Servicing Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” and “Servicing and Administration—Servicer Covenants” in the base prospectus.  See also “Summary of Terms—Termination of the Trust” in this prospectus supplement regarding the trust’s option to purchase the outstanding notes when the aggregate outstanding principal balance of the notes, prior to taking into account any distributions to be made on such distribution date, is 10% or less of the initial aggregate principal balance of the notes, and the indenture trustee’s option to auction the trust student loans when the Pool Balance is less than 10% of the initial Pool Balance.

On the other hand, the rate of principal payments and the yield on the notes will be affected by scheduled payments with respect to, and maturities and average lives of, the trust student loans.  These may be lengthened as a result of, among other things, grace periods, deferment periods, forbearance periods, or repayment term or monthly payment amount modifications agreed to by the servicer.  Therefore, payments on the notes could occur significantly later than expected.  Consequently, actual maturities and weighted average lives of the notes could be significantly longer than expected and periodic balances could be significantly higher than expected.  The rate of payment of principal of the notes and the yield on the notes may also be affected by the rate of defaults resulting in losses on defaulted trust student loans which have been liquidated,

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by the severity of those losses and by the timing of those losses.  In addition, the maturity of certain of the trust student loans could extend beyond the latest legal maturity date for the notes.

The rate of prepayments on the trust student loans cannot be predicted due to a variety of factors, some of which are described above, and any reinvestment risks resulting from a faster or slower incidence of prepayment of the trust student loans will be borne entirely by the noteholders.  Such reinvestment risks may include the risk that interest rates and the relevant spreads above particular interest rate indices are lower at the time noteholders receive payments from the trust than such interest rates and such spreads would otherwise have been if such prepayments had not been made or had such prepayments been made at a different time.

Exhibit I, “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes.” attached to this prospectus supplement, shows, for each class of notes, the weighted average lives, expected maturity dates and percentages of the original principal balances remaining at certain distribution dates based on various assumptions.

[SWAP AGREEMENT]

[On the closing date, the trust will enter into an interest rate swap agreement with [__________], which is an Eligible Swap Counterparty.  We sometimes refer to the interest rate swap agreement as the “swap agreement.”

As of the closing date, the Significance Percentage of the swap agreement is less than 10%.

[SECTION TO BE MODIFIED BASED UPON THE ACTUAL TERMS OF THE SWAP AGREEMENT]  The interest rate swap agreement will be documented under a 1992 ISDA Master Agreement (Multicurrency-Cross Border) modified to reflect the terms of the notes, the indenture and the trust agreement.  The swap agreement will terminate on the ______ 20__  distribution date.  The swap agreement may terminate earlier than that date if an event of default or termination event occurs.

Under the swap agreement, the swap counterparty will make the payments described below to the administrator on behalf of the trust, on or before the third business day preceding each distribution date while the swap agreement is still in effect.

Under the swap agreement, the swap counterparty will pay to the trust an amount equal to the product of:

· one-month LIBOR, except for the first accrual period, as determined for the accrual period related to the applicable distribution date,

· a notional amount equal to the aggregate principal balance, as of the last day of the collection period preceding the beginning of the related accrual period (or, for the initial distribution date, the statistical cutoff date), of the trust student loans bearing interest based upon the prime rate, reset monthly; and

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· a fraction, the numerator of which is the actual number of days elapsed in the related accrual period and the denominator of which is 360.

In exchange for the swap counterparty’s payments under the swap agreement, the trust will pay to the swap counterparty, on or before each distribution date while the swap agreement is still in effect, prior to interest payments on the notes, an amount equal to the product of:

· the weighted average of the prime rates published in The Wall Street Journal in the “Interest Rates & Bonds” section, “Consumer Rates” table as of the second business day before the first calendar day of each of the immediately preceding three months (or if The Wall Street Journal is not published on any such date the first preceding day for which that rate is published in The Wall Street Journal) minus [___]%;

· a notional amount equal to the aggregate principal balance, as of the last day of the collection period preceding the beginning of the related accrual period (or, for the initial distribution date, the statistical cutoff date), of the trust student loans bearing interest based upon the prime rate, reset monthly; and

· a fraction, the numerator of which is the actual number of days elapsed in the related accrual period and the denominator of which is 365 or 366, as the case may be.

In the event that the weighted average of the prime rates as of any date of determination is less than [___]%, the rate payable by the swap counterparty will be correspondingly increased.

For purposes of the swap agreement, LIBOR for the first accrual period and one-month LIBOR for each subsequent accrual period will be determined as of the LIBOR determination date for the applicable accrual period in the same manner as applies to the notes, as described under “Additional Information Regarding the Notes—Determination of Indices—LIBOR” in the base prospectus.

Modifications and Amendment of the Swap Agreement.  The trust agreement and the indenture will contain provisions permitting the trustee, with written notice to the indenture trustee, to enter into amendments to the swap agreement to cure any ambiguity in, or correct or supplement any provision of the swap agreement, so long as the administrator determines that the amendment will not adversely affect the interest of the noteholders.

Default Under the Swap Agreement.  Events of default under the swap agreement are limited to:

· the failure of the trust or the swap counterparty to pay or deliver any amount when due under the swap agreement after giving effect to the applicable grace period;

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· the occurrence of certain events of bankruptcy and insolvency;

· an acceleration of the principal of the notes following an event of default under the indenture (other than an event of default relating to a breach of any covenant or a violation of any representation or warranty) which acceleration has become non-rescindable and non-waivable;

· an acceleration of the principal of the notes following an event of default under the indenture for a breach of any covenant or a violation of any representation or warranty which acceleration has become non-rescindable and non-waivable, and pursuant to which the indenture trustee has liquidated the trust student loans; and

· the following other standard events of default under the 1992 ISDA Master Agreement, as modified by the terms of the swap agreement: “Breach of Agreement” (not applicable to the trust), “Credit Support Default”, “Misrepresentation” (not applicable to the trust), “Default Under Specified Transaction” (not applicable to the trust), “Cross-Default” (not applicable to the trust) and “Merger Without Assumption” (not applicable to the trust), as described in Sections 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(a)(vi) and 5(a)(viii), respectively, of the 1992 ISDA Master Agreement.

Termination Events.  The swap agreement will contain usual and customary termination events, as well as additional termination events.  The additional termination events include (i) the failure of the swap counterparty to comply with certain requirements associated with the downgrade of its credit ratings and (ii) the occurrence of certain other events, in each case as specified in the swap agreement.

Early Termination of the Swap Agreement.  Upon the occurrence of any event of default under the swap agreement or a termination event, the non-defaulting party or the non-affected party, as the case may be, will have the right to designate an early termination date.  The trust may not designate an early termination date without the consent of the administrator.

Upon any early termination of the swap agreement, either the trust or the swap counterparty, as the case may be, may be liable to make a termination payment to the other, regardless of which party has caused that termination.  The amount of that termination payment will be based on the value of the swap transaction as computed in accordance with the procedures in the swap agreement.  In the event that the trust is required to make a termination payment following an event of default or termination event under the swap agreement, the payment will be payable pari passu with the Interest Distribution Amount unless (i) an event of default occurs with respect to which the swap counterparty is the defaulting party or (ii) a termination event (other than “Illegality” or a “Tax Event”, as described in Sections 5(b)(i) and 5(b)(ii), respectively, of the 1992 ISDA Master Agreement) or additional termination event occurs with respect to which the swap counterparty is the sole affected party, in which case such payment will be payable after the payment of certain additional amounts on the related distribution date, as described under “Description of the Notes—Distributions—Distributions from

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the Collection Account” and “—Priority of Payments Following Certain Events of Default Under the Indenture.”  However, in the event that a termination payment is owed to the swap counterparty following any other event of default by the trust under the swap agreement, any swap default resulting from a default of the swap counterparty or a termination event under the swap agreement, the termination payment will be subordinate to the right of the noteholders to receive full payment of principal of and interest on the notes.

Upon termination of the swap agreement, the administrator, on behalf of the trust will attempt to enter into a replacement swap agreement on substantially the same terms as the original swap agreement.  However, no assurance can be given that this will be possible under then existing economic or market conditions or that the trust will have sufficient funds available for this purpose.]

Swap Counterparty.  [Not all transactions will include a swap agreement.  If applicable, the swap counterparty [or counterparties] will be identified in the prospectus supplement and applicable disclosure regarding each swap counterparty’s name, organizational form, the general character of such swap counterparty’s business and any required financial disclosure (depending on the applicable Significance Percentage) will be included.  Disclosure regarding a transaction that would include one LIBOR-prime rate swap agreement (based on the outstanding balance of the applicable trust student loans) has been incorporated into this form of prospectus supplement.]

The information in the preceding paragraph has been provided by [__________] for use in this prospectus supplement, and has not been verified by the depositor, the trust, the sponsor, the administrator, the servicer, the trustee, the indenture trustee or the underwriters.  Except for the foregoing paragraph, [__________] has not been involved in the preparation of, and does not accept responsibility for, this prospectus supplement or the accompanying base prospectus.]

[REVOLVING PERIOD]

[In the event that notes offered under this prospectus supplement include a revolving period, we will disclose the information required by Item 1103(a)(5)(i), (iii), (iv), (v), and (vi) of Regulation AB, as well as the information required by Item 1111(g) of Regulation AB, as applicable.]

[PREFUNDING PERIOD]

[In the event that notes offered under this prospectus supplement include a prefunding period, we will disclose the information required by Item 1103(a)(5)(i), (ii), (iv), (v), and (vi) of Regulation AB, as well as the information required by Item 1111(g) of Regulation AB, as applicable.]

POOL ASSET REVIEW

In connection with the offering of the notes, the sponsor and the depositor have performed a review of the trust student loans and the disclosure regarding the trust

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student loans that is required to be included in this prospectus supplement and the base prospectus by Item 1111 of Regulation AB (which disclosure we refer to herein as “Rule 193 Information”).  Designed and effectuated to provide the depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects, this review covered the sponsor’s and its relevant affiliates’ underwriting and servicing guidelines, and the eligibility and characteristics of the trust student loans, as well as the disclosure in this prospectus supplement and the base prospectus describing such underwriting and servicing guidelines and the eligibility and characteristics of the trust student loans.  In connection with this pool asset review, the sponsor and the depositor also reviewed the internal controls and private education loan compliance processes that support the sponsor’s and its relevant affiliates’ underwriting and servicing and the selection of trust student loans.

Portions of the reviews described below were performed with the assistance of third parties engaged by the sponsor and the depositor.  The sponsor and the depositor determined the nature, extent and timing of the reviews and the sufficiency of the assistance provided by the third parties for purposes of its reviews.  The depositor has ultimate authority and control over, and assumes all responsibility for, the reviews and the findings and conclusions of the reviews.  The depositor hereby attributes all findings and conclusions of such reviews to itself.

After undertaking the reviews described below, the depositor has found and concluded that it has reasonable assurance that the Rule 193 Information in this prospectus supplement and the base prospectus is accurate in all material respects.

Review of Underwriting and Servicing Guidelines

As described in “The Trust Student Loan Pool” in this prospectus supplement and “The Student Loan Pools,” “Sallie Mae’s Student Loan Financing Business—Underwriting of Private Education Loans,” and [TO BE INCLUDED AS APPLICABLE]  “Appendix B--Undergraduate and Graduate Loan Programs,” Appendix C--Law Loan Programs, “ Appendix D--MBA Loan Programs,” “Appendix E--Medical Loan Programs,” “Appendix F--Dental Loan Programs,” “Appendix G--Direct-to-Consumer Loan Programs,” “Appendix H--Private Consolidation Loan Program,” “Appendix I--Career Training Loan Program,” “Appendix J--EFG Loan Programs, and “Appendix K--“Smart Option Student Loan Program” in the base prospectus, the sponsor’s and its relevant affiliates’ private education loans are originated and serviced in accordance with the guidelines described thereunder.  As a part of the review of the Rule 193 Information, the sponsor’s and the depositor’s management reviewed and approved the descriptions in this prospectus supplement found under “The Trust Student Loan Pool” and in the base prospectus under “The Student Loan Pools,” “Sallie Mae’s Student Loan Financing Business—Underwriting of Private Education Loans,” and [TO BE INCLUDED AS APPLICABLE]  “Appendix B--Undergraduate and Graduate Loan Programs,” Appendix C--Law Loan Programs, “ Appendix D--MBA Loan Programs,” “Appendix E--Medical Loan Programs,” “Appendix F--Dental Loan Programs,” “Appendix G--Direct-to-Consumer Loan Programs,” “Appendix H--Private Consolidation Loan Program,” “Appendix I--Career Training Loan Program,” “Appendix J--EFG Loan Programs, and “Appendix K--“Smart Option Student Loan Program” each consisting of factual information regarding the sponsor’s and its relevant affiliates’ underwriting and servicing guidelines to ensure the accuracy of such information.

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Review of Eligibility and Characteristics of the Trust Student Loans

The sponsor and the depositor and their relevant affiliates also performed a review of the trust student loans to confirm that the trust student loans satisfy the eligibility criteria set forth under “The Trust Student Loan Pool—Eligible Trust Student Loans” in this prospectus supplement and the characteristics set forth in “Annex A—Characteristics of the Initial Trust Student Loan Pool” in this prospectus supplement.

The first aspect of the review of the trust student loans tested the accuracy of the data contained in or derived from the electronic data file, which we refer to as a “data tape.”  The data tape contains certain information on each borrower’s account as of the statistical cutoff date and is used to create the stratification tables presented in “Annex A—Characteristics of the Initial Trust Student Loan Pool” and other statistical information found elsewhere in this prospectus supplement.  The sponsor and the depositor selected a random sample of [___] trust student loans to confirm that the following [___] data points conform to the applicable information in the borrower record on the servicing system of record: [Loan Type, Loan Status, Guarantor, Origination Date, Borrower Interest Rate, Subsidy Indicator, School Type, Days Delinquent and _________.]  [No] variances between the trust student loans and the data tape were found.

The second aspect of the review of the trust student loans consisted of a comparison of the eligibility requirements for the trust student loans set forth under “The Trust Student Loan Pool—Eligible Trust Student Loans” in this prospectus supplement against the data tape.  Specifically, attributes of the trust student loans set forth on the data tape were reviewed to confirm the trust student loans meet certain of the minimum eligibility requirements set forth under “The Trust Student Loan Pool—Eligible Trust Student Loans” in this prospectus supplement including delinquency status, loan type ([________, [______] and [______]) and disbursement status, as well as other attributes of the trust student loans such as servicer identity, owner identity, minimum principal balance and remaining term requirements.

The third aspect of the review of the trust student loans consisted of a comparison of the statistical information presented in “Annex A—Characteristics of the Initial Trust Student Loan Pool” against the data tape.  This review covered attributes of the trust student loans such as school type, interest rate, outstanding principal balance, remaining term to scheduled maturity, payment status, geographic distribution, repayment terms, and [_______________].

Internal Control and Risk Assessment Procedures and Annual Compliance Activity

The reviews, described above under “—Review of Underwriting and Servicing Guidelines” and “—Review of Eligibility and Characteristics of the Trust Student Loans,” are further supported by the various internal control and risk assessment procedures and compliance activities performed by the sponsor and its relevant affiliates, including the depositor, in the day-to-day operation of their businesses.

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The sponsor’s and its relevant affiliates’ internal controls cover activities such as payment processing, reconciliation and posting, reporting obligations to noteholders, loan selection, corporate finance systems and accuracy of system data.  The internal control and risk assessment procedures utilized by the sponsor and its relevant affiliates require personnel to assess and report on compliance with such procedures that fall within their respective areas of responsibility including whether all material, known gaps, deficiencies or issues have been reported and rectified.  The most recent internal assessment found no risk-related issues and determined that existing internal controls were sufficiently reliable to reveal risk-related issues should they appear.  In addition, the sponsor’s and its relevant affiliates’ internal audit department monitors various risk management and compliance efforts across the organization, identifies areas that require increased focus and resources, and reports significant control issues to executive management.  The most recent audit did not reveal any significant control issues.

In addition to the day-to-day internal controls and risk management activities described above, the sponsor and its relevant affiliates annually review their portfolio of private education loans, including the trust student loans, to confirm that such private education loans were originated and have been serviced in accordance with the provisions of the applicable origination and servicing guidelines.  Based on these reviews, management concluded that during the relevant period covered by such reports, the lenders and the servicer complied with, and as of the end of such period, had effective internal controls regarding, the specified compliance requirements of the applicable origination and serving guidelines.

U.S. FEDERAL INCOME TAX CONSEQUENCES

The class [____] notes will be issued with an amount of “original issue discount” (“OID”) which does not exceed a statutorily defined de minimis amount. Holders who purchase such notes will include the de minimis OID in income as capital gain that is recognized as principal payments are made on the notes. Specifically, such holders should include in income as capital gain in any taxable year an amount of the de minimis OID in proportion to the percentage of principal payments received in the taxable year. The class B notes will be issued with more than a de minimis amount of OID. Holders who purchase such notes will include OID as ordinary interest income over the term to maturity of the notes in advance of the receipt of cash attributable to such income regardless of the holders’ regular methods of accounting. For a discussion of the treatment of OID, holders should refer to the subsection entitled “Original Issue Discount” of the section entitled “U.S. Federal Income Tax Consequences—Tax Consequences to Holders of Notes in General” in the base prospectus.

The transfer or sale of the excess distribution certificate to a holder that does not also hold the RC certificate is not legally prohibited. If such a transfer or sale were to

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occur, depending on the circumstances, the trust could potentially be reclassified as a partnership for U.S. federal income tax purposes, in which case the notes arguably would be deemed reissued by a new entity. Nevertheless, based on the position of the Internal Revenue Service (the “IRS”), as evidenced by several private letter rulings, the reclassification of the trust as a partnership for U.S. federal income tax purposes would not constitute a taxable event to noteholders. It should be noted, however, that the IRS private letter rulings discussed above are directed only to the taxpayers that requested such rulings and that a similar IRS ruling has not been requested in the present case. Although IRS private letter rulings are not binding on the IRS, federal tax counsel for the trust believes that the position of the IRS in the foregoing private letter rulings represents a correct interpretation of the law.

For a further discussion of U.S. federal income tax consequences to holders of the notes, you should refer to the section entitled “U.S. Federal Income Tax Consequences” and “Appendix L—Global Clearance, Settlement and Tax Documentation Procedures” in the base prospectus.

EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

The European Union has adopted a directive regarding the taxation of savings income.  For a description of the tax implications of such directive that may arise with respect to certain holders of the Notes, see “European Union Directive on the Taxation of Savings Income” in the base prospectus.

ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Code impose certain restrictions on employee benefit plans or other retirement arrangements (including individual retirement accounts and Keogh plans) and any entities whose underlying assets include plan assets by reason of a plan’s investment in these plans or arrangements (including certain insurance company general accounts) (collectively, “Plans”).

ERISA also imposes various duties on persons who are fiduciaries of Plans subject to ERISA and prohibits certain transactions between a Plan and its so-called Parties in Interest under ERISA or Disqualified Persons under the Code (“Parties in Interest”).  Particularly, the depositor, the servicer, the trustee, the indenture trustee, the administrator, any underwriter, [the swap counterparty] or any of their respective affiliates may be the fiduciary for one or more Plans.  In addition, because these parties may receive certain benefits from the sales of the notes, the purchase of the notes using Plan assets over which any of them has investment authority should not be made if it could be deemed a violation of the prohibited transaction rules of ERISA and the Code for which no exemption is available.

If the notes were treated as “equity” for purposes of the Plan Asset Regulations (as defined in the base prospectus), a Plan purchasing the notes could be treated as holding the trust student loans and the other assets of the trust as further described under “ERISA Considerations” in the base prospectus.  If, however, the notes are

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treated as debt for purposes of the Plan Asset Regulations, the trust student loans and the other assets of the trust should not be deemed to be assets of an investing Plan.  Although there is little guidance on this, the notes, which are denominated as debt, should be treated as debt and not as “equity interests” for purposes of the Plan Asset Regulations, as further described in the base prospectus.  However, acquisition of the notes could still cause prohibited transactions under Section 406 of ERISA and Section 4975 of the Code if a note is acquired or held by a Plan with respect to which any of the trust, the depositor, any underwriter, the trustee, the indenture trustee or certain of their respective affiliates is a Party in Interest.

Some employee benefit plans, such as governmental plans described in Section 3(32) of ERISA, certain church plans described in Section 3(33) of ERISA and foreign plans, are not subject to the prohibited transaction provisions of ERISA and Section 4975 of the Code.  However, these plans may be subject to the provisions of other applicable federal, state, local or foreign law similar to the provisions of ERISA and Section 4975 of the Code (“Similar Law”).  Moreover, if a plan is not subject to ERISA requirements but is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code, the prohibited transaction rules in Section 503 of the Code will apply.

Before making an investment in the notes, a Plan or other employee benefit plan investor must determine whether, and each fiduciary causing the notes to be purchased by, on behalf of or using the assets of a Plan or other employee benefit plan, will be deemed to have represented that:

· the Plan’s purchase or holding of the notes [and the trust’s entering into the swap agreement] will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a statutory exemption or a class or other applicable exemption from the prohibited transaction rules as described in the base prospectus; and

· the purchase or holding of the notes [and the trust’s entering into the swap agreement] by any employee benefit plan subject to a Similar Law will not cause a non-exempt violation of that Similar Law.

Before making an investment in the notes, Plan fiduciaries are strongly encouraged to consult with their legal advisors concerning the impact of ERISA and the Code and the potential consequences of the investment in their specific circumstances.  Moreover, in addition to determining whether the investment constitutes a direct or indirect prohibited transaction with a Party in Interest and whether exemptive relief is available to cover that transaction, each Plan fiduciary should take into account, among other considerations:

· whether the fiduciary has the authority to make the investment;

· the diversification by type of asset of the Plan’s portfolio;

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· the Plan’s funding objective; and

· whether under the fiduciary standards of investment prudence and diversification an investment in the notes is appropriate for the Plan, also taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

ACCOUNTING CONSIDERATIONS

Various factors may influence the accounting treatment applicable to an investor’s acquisition and holding of asset-backed securities.  Accounting standards, and the application and interpretation of such standards, are subject to change from time to time.  Before making an investment in the notes, potential investors are strongly encouraged to consult their own accountants for advice as to the appropriate accounting treatment for their class of notes.

REPORTS TO NOTEHOLDERS

Monthly and annual reports concerning the trust will be delivered to noteholders.  See “Reports to Noteholders” in the base prospectus.  These reports also will be available at the office of the Luxembourg paying agent or Luxembourg listing agent for so long as any class of notes are listed on the Luxembourg Stock Exchange.  The first of these monthly distribution reports is expected to be available on or about ________ __, 20__.  See “Reports to Noteholders” in the base prospectus.

Except in very limited circumstances, you will not receive these reports directly from the trust.  Instead, you will receive them through Cede & Co., as nominee of DTC and registered holder of the notes.  See “Additional Information Regarding the Notes—Book-Entry Registration” in the base prospectus.

The administrator will not send reports directly to the beneficial holders of the notes.  However, these reports may be viewed at the sponsor’s website:  http://www.salliemae.com/about/investors/debtasset/slmsltrusts/issuedetails/20[__]-[_].htm.  The reports will not be audited nor will they constitute financial statements prepared in accordance with generally accepted accounting principles.

NOTICE TO INVESTORS

Each initial purchaser will represent and agree that:

· it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the FSMA, received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (the “FSMA”) does not apply to the trust;

· it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom; and

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· in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes which are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant Member State other than:

(a)      to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes shall require the trust or the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of the foregoing, the expression “an offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

No action has been or will be taken by the depositor or the initial purchasers that would permit a public offering of the notes in any country or jurisdiction other than in the United States, where action for that purpose is required.  Accordingly, the notes may not be offered or sold, directly or indirectly, and neither this prospectus supplement and the base prospectus, nor any term sheet, circular, base prospectus (including any prospectus supplement or supplement thereto), form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.  Persons into whose hands all or any part of such documents come are required by the depositor and the initial purchasers to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, sell or deliver notes or have in their possession or distribute such documents, in all cases at their own expense.

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LISTING INFORMATION

Application will be made for the notes to be listed on the Official List of the Luxembourg Stock Exchange and to be traded on the Luxembourg Stock Exchange’s Euro MTF Market.  We cannot assure you that this application will be granted.  You should consult with [_________], the Luxembourg listing agent for the notes, at [_________], phone number (352) [_________] to determine whether the notes are listed on the Luxembourg Stock Exchange.  Copies of the indenture, the trust agreement, the forms of the notes, the administration agreement, the servicing agreement, the sale agreement, the purchase agreements [and the swap agreement] will be available at the offices of the Luxembourg listing agent.  So long as any class of notes is listed on the Luxembourg Stock Exchange, and its rules so require, notices relating to that class of notes, including if such class is delisted, will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu.  The Luxembourg Stock Exchange will also be advised if any class of notes is delisted.

The notes, the indenture, the administration agreement [and the swap agreement] are governed by the laws of the State of New York.  The trust agreement is governed by the laws of the State of Delaware.  [The swap agreement also contains provisions under which the parties to the swap agreement submit to the non-exclusive jurisdiction of the New York courts.]

If the notes are listed on the Luxembourg Stock Exchange and Definitive Notes are issued and the rules of the Luxembourg Stock Exchange require a Luxembourg transfer agent, a Luxembourg transfer agent will be appointed and notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu.  We will maintain a Luxembourg transfer agent as long as required by the rules of the Luxembourg Stock Exchange.

We expect that the notes will be accepted for clearing and settlement through Clearstream, Luxembourg and Euroclear on or before the closing date.

As long as the notes are listed on the Luxembourg Stock Exchange, monthly distribution reports and annual servicing and administration reports concerning the trust and its activities will be available at the office of the Luxembourg listing agent and may be obtained free of charge.  The first of these monthly distribution reports is expected to be available on or about ________ __, 20__.

As of the date of this prospectus supplement, none of the trust, the trustee or the indenture trustee is involved in any litigation or arbitration proceeding relating to the issuance of the notes.  The depositor is not aware of any proceedings relating to the issuance of the notes, whether pending or threatened.

The depositor has taken all reasonable care to confirm that the information contained in this prospectus supplement and the base prospectus is true and accurate in all material respects.  In relation to the depositor, the trust, the sellers or the notes,

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the depositor accepts full responsibility for the accuracy of the information contained in this prospectus supplement and the base prospectus.  Having made all reasonable inquiries, the depositor confirms that, to the best of its knowledge, there have not been omitted material facts the omission of which would make misleading any statements of fact or opinion contained in this prospectus supplement or the base prospectus, when taken as a whole.

The depositor confirms that there has been no material adverse change in the assets of the trust since ________ __, 20__, which is the statistical cutoff date, and the date of the information with respect to the assets of the trust set forth in this prospectus supplement.

UNDERWRITING

The notes listed below are offered severally by the underwriters, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.  It is expected that the notes will be ready for delivery in book-entry form only through the facilities of DTC, Clearstream, Luxembourg and Euroclear, as applicable, on or about ________ __, 20__ against payment in immediately available funds.

Subject to the terms and conditions in the underwriting agreement dated ________ __, 20__ and the pricing agreement dated ________ __, 20__ , the depositor has agreed to cause the trust to issue to the depositor, the depositor has agreed to sell to each of the underwriters named below, and each of the underwriters has severally agreed to purchase, the principal amounts of notes shown opposite its name:

Underwriter	Class A-1 Notes	Class A-2 Notes	Class B Notes
	$	$	$
Total	$	$	$

Except as set forth below, the underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all of the notes listed above if any of the notes are purchased.  The underwriters have advised the depositor that they propose initially to offer the notes to the public at the prices listed below, and to certain dealers at these prices less concessions not in excess of the concessions listed below.  The underwriters may allow and the dealers may reallow concessions to other dealers not in excess of the reallowances listed below.  After the initial public offering, these prices and concessions may be changed.

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	Initial Public Offering Price	Underwriting Discount	Proceeds to The Depositor	Concession	Reallowance
Per Class A-1 Note	%	%	%	%	%
Per Class A-2 Note	%	%	%	%	%
Per Class B Note*	%	%	%	%	%
Total	$	$	$

[* For the amount of Class B Notes retained by the depositor or an affiliate, the underwriting discount will be     % and proceeds to the depositor will be     % with no selling concession or reallowance.] [INCLUDED ONLY IF TRANCHE IS RETAINED BY DEPOSITOR]

The prices and proceeds shown in the table do not include any accrued interest.  The actual prices and proceeds will include interest, if any, from the closing date.  The proceeds shown are before deducting estimated expenses in respect of the notes of $[_________] payable by the depositor.

The depositor and SLM ECFC have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The notes are new issues of securities with no established trading market.  The seller has been advised by the underwriters that the underwriters intend to make a market in the notes but are not obligated to do so and may discontinue market making at any time without notice.  No assurance can be given as to the liquidity of the trading market for the notes.

In the ordinary course of their business, the underwriters and certain of their affiliates have in the past, and may in the future, engage in commercial and investment banking activities with the sellers, the depositor and their respective affiliates.  The trust may, from time to time, invest the funds in the trust accounts in eligible investments acquired from the underwriters.

During and after the offering, the underwriters may engage in transactions, including open market purchases and sales, to stabilize the prices of the notes.

The underwriters, for example, may over-allot the notes for the account of the underwriting syndicate to create a syndicate short position by accepting orders for more notes than are to be sold.

In general, over-allotment transactions and open market purchases of the notes for the purpose of stabilization or to reduce a short position could cause the price of a note to be higher than it might be in the absence of those transactions.

One or more of the underwriters or their affiliates may retain a material percentage of the notes for its own account.  The retained notes may be resold by such underwriter or such affiliate at any time in one or more negotiated transactions at varying prices to be determined at the time of sale.

[On the closing date, some of the trust student loans that are being sold to the trust will be released from the lien of a finance facility, previously entered into by one or more of the sellers, in exchange for a partial repayment of such facility.  One or more of the underwriters, or their respective affiliates may have acted as a direct, or indirect, lender of such facility.]

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[The depositor or an affiliate of the depositor may retain some or all of the class B notes for its own account.  Some or all of the retained notes may be resold by the depositor or an affiliate of the depositor at any time in one or more negotiated transactions at varying prices to be determined at the time of sale.  See “Risk Factors—Retention Of Some Or All Of The Class B Notes By The Depositor Or Its Affiliate May Reduce The Liquidity Of The Class B Notes” in this prospectus supplement.]

[RATINGS OF THE NOTES]

[The sponsor expects that the notes will receive credit ratings from two rating agencies.

A rating addresses only the likelihood of the timely payment of stated interest and the payment of principal at final maturity, and does not address the timing or likelihood of principal distributions prior to final maturity.]

COMPLIANCE WITH ARTICLE 122A OF THE CAPITAL REQUIREMENTS DIRECTIVE

For the purposes of Article 122a of Directive 2006/48/EC of the European Parliament and Council (as amended) (“Article 122a”), the depositor has undertaken to the trust that it will retain, or it will act to ensure that an affiliate of the depositor which is consolidated with it for accounting purposes, will retain, both on the closing date and on an on-going basis, a material net economic interest in the securitization transaction described in this prospectus supplement.  As of the closing date, such material net economic interest will be of the type specified in with paragraph (1) sub-paragraph (d) of Article 122a and will comprise the entire interest in the first loss tranche (held through the RC certificate).  On the closing date, the principal balance of the RC certificate will equal 5% of the initial Pool Balance.  See “Description of the Notes—Principal” for more information on the RC certificate).

The depositor has further undertaken that:

· if the form of risk retention is changed from the type specified in paragraph (1) sub-paragraph (d) of Article 122a to any other type specified in paragraph (1) of Article 122a, it will act to cause the trust, or the administrator on behalf of the trust, to publish a notice of such change in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu;

· it will, or will cause the trust, or the administrator on behalf of the trust, to provide the indenture trustee on a monthly basis confirmation of its compliance with its undertaking in respect of the retention of the material net economic interest; and

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· it will notify the trust and the administrator promptly of: (1) any change in the identity of the entity holding the retained net economic interest or in the form in which such interest is held; and (2) any breach of its undertaking in respect of the retention of the material net economic interest.

After the closing date, the administrator, on behalf of the trust, will prepare monthly investor reports wherein relevant information with regard to the trust student loans will be disclosed together with a confirmation of the retention of the material net economic interest in the transaction by the depositor, or an affiliate of the depositor which is consolidated with it for accounting purposes, through the RC certificate.

Each prospective investor is required independently to assess and determine the sufficiency of the information described above for the purposes of complying with Article 122a and none of SLM Corporation, the sponsor, the administrator, the servicer, the depositor, any seller, the initial purchasers or any of their affiliates makes any representation that the information described above or elsewhere in this prospectus supplement is sufficient in all circumstances for such purposes.  In addition, each prospective investor should ensure that it complies with the interpretation given to the requirements of Article 122a by the applicable regulatory authorities in its jurisdiction. Investors who are uncertain as to the requirements which apply to them in respect of their relevant jurisdiction should seek guidance from their regulator.

LEGAL MATTERS

Laurent C. Lutz, Executive Vice President and General Counsel of SLM Corporation, or any Deputy General Counsel or Associate General Counsel of Sallie Mae, Inc., acting as counsel to the sellers, the servicer, the administrator and the depositor, and Bingham McCutchen LLP, New York, New York, as special counsel to the sellers, the trust, the servicer, the administrator, the sponsor and the depositor, will give opinions on specified legal matters for the sellers, the trust, the servicer, the administrator, the sponsor and the depositor.

Shearman & Sterling LLP will give opinions on specified federal income tax matters for the trust.  Richards, Layton & Finger, P.A., as Delaware counsel for the trust, will give opinions on specified legal matters for the trust, including specified Delaware state income tax matters.

Cadwalader, Wickersham & Taft LLP and Shearman & Sterling LLP also will give opinions on specified legal matters for the underwriters.

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GLOSSARY

FOR PROSPECTUS SUPPLEMENT

“Additional Principal Distribution Amount” means, as of any distribution date after the last day of the collection period on which the Pool Balance has declined to less than 10% of the initial Pool Balance, an amount equal to the lesser of (i) amounts available to be distributed on such distribution date after payment of clauses (1) through (12) under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement and (ii) the aggregate outstanding principal balance of the notes after giving effect to all prior distributions on that distribution date.

“Asset Balance” means, with respect to any distribution date, an amount equal to:

PB + CI - R

Where:

           CI= the amount on deposit in the cash capitalization account on that distribution date after payment of the items specified in clauses (1) through (5) under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement, which will in no case be less than zero;

PB= the Pool Balance as of the last day of the related collection period; and

R= the amount on deposit in the reserve account on that distribution date after payment of the items specified in clauses (1) through (7) under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement, which will in no case be less than zero;

provided, however, that, as of the closing date, the Asset Balance shall equal $[_________] and that, for all distribution dates occurring on or after the ______ 20__ distribution date, the Asset Balance will be equal to the sum of clauses (ii) and (iii) above.

“Available Funds” means, as to each distribution date, the sum of the following amounts received with respect to the related collection period:

· with respect to the initial distribution date, all amounts deposited into the collection account on the closing date;

· all collections received by the servicer from borrowers on the trust student loans;

· all Recoveries received during that collection period;

· the aggregate purchase amounts received during that collection period for those trust student loans repurchased by the depositor or purchased by the servicer or any seller;

· amounts received by the trust pursuant to the servicing agreement during that collection period related to yield or principal adjustments;

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· investment earnings for that distribution date earned on amounts on deposit in the Trust Accounts and any interest remitted by the administrator to the collection account prior to such distribution date;

· amounts transferred from the reserve account in excess of the applicable Specified Reserve Account Balance;

· [amounts received from the swap counterparty for that distribution date; provided, that, in the event of a termination of the swap agreement, any swap termination payments received will be used, to the extent required therefor, to enter into a replacement swap agreement and will not constitute Available Funds until such time as the inclusion of such amounts as a part of Available Funds satisfies the Rating Agency Condition; and]

· all amounts received by the trust from any potential future cap counterparty, or otherwise under any potential future interest rate cap agreement, for deposit into the collection account for that distribution date;

provided, that if on any distribution date there would not be sufficient funds to pay all of the items specified in clauses (1) through (5) and, at final maturity, clause (6) and (7), under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement, after application of Available Funds, as defined above, and application of (a) amounts available from the cash capitalization account to pay any of the items specified in clauses (1) through (5) under “Description of the Notes—Distributions—Distributions from the Collection Account,” in this prospectus supplement and (b) amounts available from the reserve account to pay any of the items specified in clauses (1) through (5) and, at on the respective maturity dates of each class of notes, clause (6) and (7), then Available Funds for that distribution date may include, in addition to the Available Funds as defined above, amounts on deposit in the collection account, or amounts held by the administrator, or which the administrator reasonably estimates to be held by the administrator, for deposit into the collection account which would have constituted Available Funds for the distribution date succeeding that distribution date, up to the amount necessary to pay such items, and the Available Funds for the succeeding distribution date will be adjusted accordingly.  In addition, Available Funds on the ______ 20__ distribution date shall include all funds released from the cash capitalization account for deposit into the collection account on that date.

“Charged-Off Loan” means a trust student loan which is written-off in accordance with the servicer’s policies and procedures, which as of the date hereof generally occurs in the month when such loan becomes 212 days past due.

S-75

“Class A Note Interest Shortfall” means, for any distribution date, the sum for all of the class A notes of the excess of:

· the amount of interest that was payable on the preceding distribution date to each class of class A notes, over

· the amount of interest actually distributed with respect to each such class A note on that 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 A note from that preceding distribution date to the current distribution date.

“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:

· the amount of interest accrued at the respective class A note interest rates for the related accrual period on the aggregate outstanding principal balances of these classes of class A notes on the applicable immediately preceding distribution date (or in the case of the initial distribution date, the closing date) after giving effect to all principal distributions to class A noteholders on preceding distribution dates; and

· the Class A Note Interest Shortfall for that distribution date.

S-76

“Class A Noteholders’ Principal Distribution Amount” means, for any distribution date, the excess, if any, of (x) the sum of the aggregate outstanding principal balances of all of the class A notes as of such distribution date (before giving effect to any distributions on such distribution date) over (y) the lesser of (A) the product of (i) ____% and (ii) the Asset Balance as of such distribution date and (B) the excess, if any, of the Asset Balance for such distribution date over the Specified Overcollateralization Amount.

Notwithstanding the foregoing, on or after the maturity date for the class A-1 or class A-2 notes, the Class A Noteholders’ Principal Distribution Amount shall not be less than the amount required to reduce the outstanding balance of the class A-1 or class A-2, as applicable, to zero.

“Class B Note Interest Shortfall” means, for any distribution date, the excess of:

· the Class B Noteholders’ Interest Distribution Amount on the preceding distribution date, over

· the amount of interest actually distributed with respect to the class B notes on that preceding distribution date,

plus interest on the amount of that excess, to the extent permitted by law, at the interest rate applicable for the class B notes from that preceding distribution date to the current distribution date.

“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:

· the amount of interest accrued at the class B note interest rate for the related accrual period on the outstanding balance of the class B notes on the applicable immediately preceding distribution date (or in the case of the initial distribution date, the closing date) after giving effect to all principal distributions to class B noteholders on preceding distribution dates, and

· the Class B Note Interest Shortfall for that distribution date.

“Class B Noteholders’ Principal Distribution Amount” means, for any distribution date, the excess, if any, of (x) the sum of (i) the outstanding balance of the class A notes (after taking into account the Class A Noteholders’ Principal Distribution Amount due on such distribution date) and (ii) the outstanding balance of the class B notes immediately prior to such distribution date over (y) the lesser of (A) the product of (i) ___% and (ii) the Asset Balance for such distribution date and (B) the excess, if any, of the Asset Balance for such distribution date over the Specified Overcollateralization Amount.

S-77

Notwithstanding the foregoing, on or after the maturity date for the Class B notes, the Class B Noteholders’ Principal Distribution Amount shall not be less than the amount that is necessary to reduce the outstanding principal balance of the class B notes to zero.

“Clearstream, Luxembourg” means Clearstream Banking, sociéte anonyme, or any successor thereto.

“Code” means The Internal Revenue Code of 1986, as amended.

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

“Eligible Cap Counterparty” means an entity engaged in the business of entering into derivative instrument contracts that meets the then published criteria of the rating agencies for a cap counterparty to be eligible to provide interest rate caps to transactions similar to this transaction, or that otherwise satisfies the Rating Agency Condition.

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

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

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

“European Clearing Systems” means, collectively, Clearstream, Luxembourg and Euroclear.

“Interest Distribution Amount” means, for any distribution date, the sum of the Class A Noteholders’ Interest Distribution Amount and the Class B Noteholders’ Interest Distribution Amount.

“Overcollateralization Percentage” means 100% minus the then current aggregate principal balance of the notes divided by the Asset Balance.

“Permitted Credit Agreement” means a subordinated credit agreement (and all related underlying documentation) between the trust or any Qualifying SPE and one or more financing entities (none of which may be SLM Corporation or any affiliate of SLM Corporation) under which the trust may borrow funds for the purpose of exercising the optional redemption.  Any Permitted Credit Agreement will require that certain conditions relating to the financial solvency of the trust be satisfied prior to any permitted borrowings by the trust thereunder.

S-78

“Pool Balance” means, as of the last day of a collection period, the aggregate principal balance of the trust student loans as of the beginning of such collection period, including accrued interest as of the beginning of such collection period that is expected to be capitalized, plus interest and fees that accrue during such collection period that are capitalized or are to be capitalized and which were not included in the prior Pool Balance, as reduced by:

· all payments received by the trust through the last day of such collection period from borrowers (other than Recoveries);

· all amounts received by the trust through that date for trust student loans repurchased by the depositor or purchased by any of the sellers or the servicer;

· the aggregate principal balance of all trust student loans that became Charged-Off Loans during such collection period; and

· the amount of any adjustments to balances of the trust student loans that the servicer makes under the servicing agreement through the last day of such collection period.

“Principal Distribution Amount” means, for any distribution date, the sum of the related Class A Noteholders’ Principal Distribution Amount and the related Class B Noteholders’ Principal Distribution Amount.

“Qualifying SPE” means a special purpose entity that is an affiliate of SLM Corporation that has not previously owned any of the trust student loans and in respect of which a legal opinion of outside counsel has been delivered to the trust to the effect that the assets and liabilities of such special purpose entity would not be consolidated with those of SLM Corporation, the trust, the depositor, Sallie Mae, Inc. or any of the sellers in a properly presented and argued case under Title 11 of the United States Bankruptcy Code.

“Rating Agency Condition” means the written confirmation or reaffirmation, as the case may be, from each rating agency then rating the notes that any intended action will not result in the downgrade or withdrawal of its then-current rating of any class of notes.

“Recoveries” means, as of any date of determination, all amounts received by the trust in respect of a Charged-Off Loan after such trust student loan became a Charged-Off Loan.

“SEC” means the United States Securities and Exchange Commission.

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

[“Significance Estimate” means, as of the closing date, with respect to the swap agreement, the reasonable good faith estimate of the maximum probable exposure of the trust to the swap counterparty, which estimate is made in the same manner as that utilized in the sponsor’s internal risk management process for similar instruments.]

S-79

[“Significance Percentage” means, as of the closing date, the percentage that the Significance Estimate represents of the notes.]

“Specified Overcollateralization Amount” means, as of any distribution date, the greater of [___]% of the Asset Balance and $[_________].

“Specified Reserve Account Balance” means the lesser of $[_________] and the aggregate outstanding principal balance of the notes.

“Trust Accounts” means, collectively, the collection account, the cash capitalization account and the reserve account.

S-80

ANNEX A

CHARACTERISTICS OF THE TRUST STUDENT LOAN POOL

The following tables provide a description of specified characteristics of the trust student loans as of ________ __, 20__, which is the statistical cutoff date.  The aggregate outstanding principal balance of the trust student loans in each of the following tables includes the principal balance due from borrowers, plus accrued interest of $[_______] as of the statistical cutoff date to be capitalized upon commencement of repayment.

The distribution by interest rates applicable to the trust student loans on any date following the statistical cutoff date may vary significantly from that in the following tables as a result of variations in the rates of interest applicable to the trust student loans.  Moreover, the information below about the remaining terms to scheduled maturity of the trust student loans as of the statistical cutoff date may vary significantly from the actual terms to maturity of any of the trust student loans as a result of defaults or prepayments or the granting of deferment and forbearance periods.

Percentages and dollar amounts in any table may not total 100% or the trust student loan balance, as applicable, due to rounding.

A-1

COMPOSITION OF THE TRUST STUDENT LOANS AS OF

THE STATISTICAL CUTOFF DATE

Aggregate Outstanding Principal Balance

Aggregate Outstanding Principal Balance - Treasury Bill

Percentage of Aggregate Outstanding Principal Balance - Treasury Bill

Aggregate Outstanding Principal Balance - Prime

Percentage of Aggregate Outstanding Principal Balance - Prime

Aggregate Outstanding Principal Balance - Prime Monthly Reset

Percentage of Aggregate Outstanding Principal Balance - Prime Monthly Reset

Aggregate Outstanding Principal Balance - Prime Quarterly Reset

Percentage of Aggregate Outstanding Principal Balance -  Prime Quarterly Reset

Aggregate Outstanding Principal Balance - Prime Annual Reset

Percentage of Aggregate Outstanding Principal Balance - Prime Annual Reset

Aggregate Outstanding Principal Balance - Fixed

Percentage of Aggregate Outstanding Principal Balance - Fixed

Aggregate Outstanding Principal Balance - One-Month LIBOR

Percentage of Aggregate Outstanding Principal Balance - One-Month LIBOR

Number of Borrowers

Average Outstanding Principal Balance Per Borrower

Number of Loans

Weighted Average Remaining Term to Scheduled Maturity

Weighted Average Annual Interest Rate

Weighted Average Margin - Treasury Bill

Weighted Average Margin - Prime

Weighted Average Annual Interest Rate - Fixed

Weighted Average Margin - One-Month LIBOR

____________________

* Trust student loans of borrowers who are in-school have an assumed term to maturity depending on the particular loan type.

The stated term is the expected number of principal and interest payments remaining on the loan without regard to in-school payments of less than the full of amount of principal and interest due or to periods spent in deferment or forbearance status.

In the tables in this Annex A, we have determined the remaining terms to scheduled maturity from the statistical cutoff date to the stated maturity dates of the trust student loans without giving effect to any deferment or forbearance periods that may be granted in the future.

A-2

DISTRIBUTION OF THE TRUST STUDENT LOANS BY LOAN PROGRAM AS OF THE STATISTICAL CUTOFF DATE

Loan Program	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Undergraduate & Graduate Loan Programs(1)
Law Loan Programs
MBA Loan Programs
Medical Loan Programs
Consolidation Loan Programs
Direct to Consumer Loan Programs
Total
DISTRIBUTION OF THE TRUST STUDENT LOANS BY SCHOOL TYPE AS OF THE STATISTICAL CUTOFF DATE
School Type	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
4-year Institution
2-year Institution
Proprietary/Vocational
Unidentified
Total

DISTRIBUTION OF THE TRUST STUDENT LOANS BY TITLE IV STATUS AS OF THE STATISTICAL CUTOFF DATE
Title IV Status	Number of  Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
For-Profit
Non-Profit
Total

A-3

DISTRIBUTION OF THE TRUST STUDENT LOANS BY INTEREST RATES AS OF THE STATISTICAL CUTOFF DATE

Interest Rates	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Less than or equal to 3.00%
3.01% to 3.50%
3.51% to 4.00%
4.01% to 4.50%
4.51% to 5.00%
5.01% to 5.50%
5.51% to 6.00%
6.01% to 6.50%
6.51% to 7.00%
7.01% to 7.50%
7.51% to 8.00%
8.01% to 8.50%
Equal to or greater than 8.51%
Total

We have determined the interest rates shown in the table using the interest rates applicable to the trust student loans as of the statistical cutoff date.  Because most of the trust student loans bear interest at rates that reset monthly, the above information will not necessarily remain applicable to the trust student loans on the closing date or any later date.

A-4

DISTRIBUTION OF THE TRUST STUDENT LOANS BY OUTSTANDING PRINCIPAL BALANCE PER BORROWER AS OF THE STATISTICAL CUTOFF DATE

Range of Outstanding Principal Balance		Number of Borrowers	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Less than $5,000.00
$	5,000.00 — $9,999.99
$	10,000.00 — $14,999.99
$	15,000.00 — $19,999.99
$	20,000.00 — $24,999.99
$	25,000.00 — $29,999.99
$	30,000.00 — $34,999.99
$	35,000.00 — $39,999.99
$	40,000.00 — $44,999.99
$	45,000.00 — $49,999.99
$	50,000.00 — $54,999.99
$	55,000.00 — $59,999.99
$	60,000.00 — $64,999.99
$	65,000.00 — $69,999.99
$	70,000.00 — $74,999.99
$	75,000.00 — $79,999.99
$	80,000.00 — $84,999.99
$	85,000.00 — $89,999.99
$	90,000.00 — $94,999.99
$	95,000.00 — $99,999.99
$100,000.00 and above
Total

DISTRIBUTION OF THE TRUST STUDENT LOANS

BY REMAINING TERM TO SCHEDULED MATURITY

AS OF THE STATISTICAL CUTOFF DATE

Number of Months Remaining to Scheduled Maturity*	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
1-60
121-180
181-240
241-300
301-360
361 and greater
Total
________________  *Trust student loans of borrowers who are in-school have an assumed term to maturity depending on the particular loan type. The stated term is the expected number of principal and interest payments remaining on the loan without regard to in-school payments of less than the full of amount of principal and interest due or to periods spent in deferment or forbearance status. ** Represents a percentage greater than 0% but less than 0.05%.

A-5

DISTRIBUTION OF THE TRUST STUDENT LOANS BY CURRENT PAYMENT

STATUS AS OF THE STATISTICAL CUTOFF DATE

Current Loan Status	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
In-School
Grace
Deferment
Forbearance
Repayment
First year in repayment
Second year in repayment
Third year in repayment
More than 3 years in repayment
Total

Current loan status refers to the status of the borrower of each trust student loan irrespective of the borrower’s repayment obligation as of the statistical cutoff date.

Smart Option Student Loans subject to interim interest or fixed payments are identified in the table above as either in in-school, grace or deferment.

For purposes of the table above, the categories of current loan status are defined as follows:

· In-School – the borrower is attending school and may or may not have a repayment obligation;

· Grace – the borrower is in a grace period after completing school and may or may not have a repayment obligation;

· Deferment – the borrower is temporarily not required to make payments, but may still be making interim interest or fixed payments, typically, but not always, due to a return to school;

· Forbearance – the borrower is temporarily not required to make payments, typically, but not always, due to economic hardship; or

· Repayment – the borrower is currently required to repay the loan.

The weighted average number of months in repayment for all trust student loans currently in the repayment loan status is approximately ____, calculated as the term to scheduled maturity at the commencement of repayment less the number of months remaining to scheduled maturity as of the statistical cutoff date.

A-6

SCHEDULED WEIGHTED AVERAGE REMAINING MONTHS IN STATUS OF THE TRUST STUDENT LOANS BY CURRENT LOAN STATUS AS OF THE STATISTICAL CUTOFF DATE

	Scheduled Remaining Months in Status
Current Borrower Payment Status	In-School	Grace	Deferment	Forbearance	Repayment
In-School
Grace
Deferment
Forbearance
Repayment

DISTRIBUTION OF THE TRUST STUDENT LOANS BY CURRENT PAYMENT STATUS AS OF THE STATISTICAL CUTOFF DATE
Current Payment Status	Number of  Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding  Principal Balance
In-School
Grace
Deferment
Forbearance
Repayment
First year in repayment
Second year in repayment
Third year in repayment
More than 3 years in repayment
Total

Current payment status refers to the status of the borrower’s repayment obligation for each trust student loan as of the statistical cutoff date.

Smart Option Student Loans subject to interim interest or fixed payments are identified in the table above as in repayment.

For purposes of the table above, the categories of current payment status are defined as follows:

· In-School – the borrower is attending school without any repayment obligation;

· Grace – the borrower is in a grace period after completing school without any repayment obligation;

· Deferment – the borrower is temporarily not required to make payments, typically, but not always, due to a return to school;

· Forbearance – the borrower is temporarily not required to make payments, typically, but not always, due to economic hardship; or

· Repayment – the borrower is currently required to repay the loan.

A-7

The weighted average number of months in repayment for all trust student loans currently in the repayment status is approximately ____, calculated as the term to scheduled maturity at the commencement of repayment less the number of months remaining to scheduled maturity as of the statistical cutoff date.

SCHEDULED WEIGHTED AVERAGE REMAINING MONTHS IN STATUS OF THE TRUST STUDENT LOANS BY CURRENT PAYMENT STATUS AS OF THE STATISTICAL CUTOFF DATE
	Scheduled Remaining Months in Status
Current Payment Status	In-School	Grace	Deferment	Forbearance	Repayment
In-School
Grace
Deferment
Forbearance
Repayment

DISTRIBUTION OF THE TRUST STUDENT LOANS BY REPAYMENT TERMS AS OF THE STATISTICAL CUTOFF DATE
Loan Repayment Terms	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Level Principal & Interest Repayment(1)
Interim Interest Repayment(2)
Interim Fixed Repayment(2),(3)
Other Repayment Options(4)
Total
___________ (1)  Includes loans currently in-school and grace, if any.
(2)  Interim includes periods of in-school, grace and school deferment. (3)  Interim Fixed Repayment requires payments of $25 for the Smart Option Student Loan Program. (4)  May include, among others, graduated repayment and interest-only period loans.

A-8

In the future, the servicer, at the request of the borrower and on behalf of the trust, may offer repayment terms similar to those described above to borrowers of trust student loans who are not entitled to these repayment terms as of the statistical cutoff date.  If repayment terms are offered to and accepted by borrowers, the weighted average lives of the notes could be lengthened.

With respect to interest-only period loans, as of the statistical cutoff date, there are ____ loans with an aggregate outstanding principal balance of $______ currently in an interest-only period.  These interest-only period loans represent ___% of the trust student loans.  As of the statistical cutoff date, the remaining interest-only periods for these loans ranged from __ month to __ months.

A-9

GEOGRAPHIC DISTRIBUTION OF THE TRUST STUDENT LOANS AS OF

THE STATISTICAL CUTOFF DATE

State	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Other
Total

A-10

We have based the geographic distribution shown in the table on the billing addresses of the borrowers of the trust student loans shown on the servicer’s records as of the statistical cutoff date.

Each of the trust student loans provides or will provide for the amortization of its outstanding principal balance over a series of regular payments. Except as described below, each regular payment consists of an installment of interest which is calculated on the basis of the outstanding principal balance of the trust student loan. The amount received is applied first to interest accrued to the date of payment and the balance of the payment, if any, is applied to reduce the unpaid principal balance. Accordingly, if a borrower pays a regular installment before its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater. Conversely, if a borrower pays a monthly installment after its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less. In addition, if a borrower pays a monthly installment after its scheduled due date, the borrower may owe a fee on that late payment. If a late fee is applied, such payment will be applied first to the applicable late fee, second to interest and third to principal. As a result, unless the payment made equals both the scheduled payment and the late fee, the portion of the payment applied to reduce the unpaid principal balance may be less than it would have been had the payment been made as scheduled.

In either case, subject to any applicable deferment periods or forbearance periods, and except as provided below, the borrower pays a regular installment until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding principal balance of that trust student loan.

Each of the sellers makes available through the servicer to some of its borrowers payment terms that may lengthen the remaining term of the student loans. For example, not all of the loans provide for level payments throughout the repayment term of the loans. Some student loans provide for interest-only payments to be made for a designated portion of the term of the loans, with amortization of the principal of the loans occurring only when payments increase in the latter stage of the term of the loans. Other loans provide for a graduated phase in of the amortization of principal with a greater portion of principal amortization being required in the latter stages than would be the case if amortization were on a level payment basis. Each of the sellers also offers, through the servicer, an income-sensitive repayment plan, under which repayments are based on the borrower’s income. Under that plan, ultimate repayment may be delayed up to five years. Borrowers under trust student loans will continue to be eligible for these graduated payment and income-sensitive repayment plans. See “The Depositor,” “The Sponsor, Servicer and Administrator” and “The Sellers” in the base prospectus.

The following table provides certain information for the trust student loans as of the statistical cutoff date.

A-11

The following table provides information about the trust student loans regarding date of disbursement.

DISTRIBUTION OF THE TRUST STUDENT LOANS BY

YEAR OF DISBURSEMENT(1)

Disbursement Date	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Total
___________ *Represents a percentage greater than 0% but less than 0.05%.

A-12

The following tables provide summaries of FICO credit scores for the trust student loans.  FICO credit scores are a statistical credit model developed by Fair Isaac and Company.  The score is designed to be a relative measure of the degree of risk a potential borrower represents to a lender based upon credit-related data contained in an applicant’s credit bureau reports.  FICO scores are influenced by a number of factors and can change over time.  There can be no assurance that the FICO scores shown have not changed or will not change in the future.  Where FICO scores for both the borrower and co-borrower of trust student loans are available, the greater of the borrower’s or co-borrower’s FICO score is shown unless otherwise indicated.  Note that effective June 2011, Sallie Mae transitioned to using the latest available FICO scoring model, known as “FICO 08”.  Trust student loans underwritten since that time reflect use of the FICO 08 model to derive the FICO score.

DISTRIBUTION OF FICO CREDIT SCORES AS OF A DATE NEAR THE LOAN APPLICATION FOR ALL BORROWERS AND CO-BORROWERS(1)
FICO Score	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
Total
___________ (1)  Co-borrowers include joint and several obligors.

A-13

The weighted average FICO score for the borrowers and co-borrowers of the trust student loans for which FICO scores are available as of a date near the date of the loan application was [___].

From ______ 20__ through ______ 20__, we requested and received reports from the credit bureaus containing new FICO scores for the borrowers and co-borrowers of private education loans owned by Sallie Mae and its affiliates.

Using information from the _____ 20__ through _____ 20__ credit bureau reports for borrowers and co-borrowers of the trust student loans where the FICO scores were updated, the weighted average FICO score (which may include some borrowers or co-borrowers whose trust student loans were not originally underwritten using credit scores) was [___], and approximately [___]% of borrowers and co-borrowers of the trust student loans (by borrower count of the trust student loans) had FICO scores less than 630.

DISTRIBUTION OF FICO CREDIT SCORES AS OF A DATE NEAR THE LOAN APPLICATION FOR LOANS WITH CO-BORROWERS(1)
FICO Score	Aggregate Outstanding Principal Balance	Percent by Outstanding Principal Balance
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
Total
___________ (1)The FICO scores shown are for the co-borrower on the trust student loan.

A-14

The weighted average FICO score for co-borrower trust student loans for which FICO scores are available as of a date near the date of the loan application was [___].  Using information from the ______ 20__ through ______ 20__ credit bureau reports for co-borrower trust student loans wherein such borrowers’ or co-borrowers’ FICO scores were updated, the weighted average FICO score (which may include some co-borrowers whose trust student loans were not originally underwritten using credit scores) was [___], and approximately [___]% of co-borrower trust student loans (by borrower count within the population of trust student loans with co-borrowers) had FICO scores less than 630.

DISTRIBUTION OF FICO CREDIT SCORES AS OF A DATE NEAR THE LOAN APPLICATION FOR LOANS WITHOUT CO-BORROWERS
FICO Score	Aggregate Outstanding Principal Balance	Percent by Outstanding Principal Balance
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
[   -   ]
Total
___________
*  Represents a percentage greater than 0% but less than 0.05%.

A-15

The weighted average FICO score for trust student loans without co-borrowers for which FICO scores are available as of a date near the date of the loan application was [___].  Using information from the _____ 20__ through _____ 20__ credit bureau reports for trust student loans without co-borrowers wherein such borrowers’ FICO  scores were updated, the weighted average FICO score (which may include some borrowers whose trust student loans were not originally underwritten using credit scores) was [___], and approximately [___]% of trust student loans without co-borrowers (by borrower count within the population of trust student loans without co-borrowers) had FICO scores less than 630.

A-16

EXHIBIT I

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES

AND EXPECTED MATURITIES OF THE NOTES

Prepayments on pools of student loans can be measured or calculated based on a variety of prepayment models.  The model used to calculate prepayments in this prospectus supplement is the constant prepayment rate (or “CPR”) model.

The CPR model is based on prepayments assumed to occur at a constant percentage rate.  CPR is stated as an annualized rate and is calculated as the percentage of the loan amount outstanding at the beginning of a period (including accrued interest to be capitalized), after applying scheduled payments, that is paid during that period. The CPR model assumes that student loans will prepay in each month according to the following formula:

Monthly Prepayments   =   Balance after scheduled payments   x   (1-(1-CPR)1/12)  

Accordingly, monthly prepayments assuming a $1,000 balance after scheduled payments would be as follows for the percentages of CPR listed below:

CPR	0%	2%	4%	6%	8%
Monthly Prepayment	$[___]	$[___]	$[___]	$[___]	$[___]

The CPR model does not purport to describe historical prepayment experience or to predict the prepayment rate of any actual student loan pool.  The student loans will not prepay at any constant rate, nor will all of the student loans prepay at the same rate.  You must make an independent decision regarding the appropriate principal prepayment scenarios to use in making any investment decision.

Additional Assumptions

For purposes of calculating the information presented in the tables below, it is assumed, among other things, that:

· the statistical cutoff date for the trust student loans is ________ __, 20__;

· the closing date will be ________ __, 20__;

· all trust student loans (as grouped within the “rep lines” described below) are in repayment status (with accrued interest having been capitalized upon entering repayment), with the exception of grace status loans which remain in their current status until their status end date and then move to repayment and in-school status loans which are assumed to have up to either a 36-month grace period (with respect to trust student loans under the Medical Loan Programs and the Dental Loan Programs), a 9-month grace period (with respect to LAWLOANS) or a 6-month grace period (with respect to all other trust student loans) before moving to repayment, and no trust student loan moves from repayment to any other status;

I-1

· the trust student loans that are not in repayment status have interest accrued and capitalized upon entering repayment;

· no delinquencies or defaults occur on any of the trust student loans, no repurchases for breaches of representations, warranties or covenants occur, and all borrower payments are collected in full;

· index levels for calculation of payments is:

· Prime Rate of [___]%;

· 91-day Treasury bill rate of [___]%; and

· one-month LIBOR rate of [___]%;

· distributions begin on ________ __, 20__, and payments are made on the 15th day of every month thereafter, whether or not the 15th is a business day;

· the interest rate for the notes at all times will be equal to:

·      class A-1 notes [___]%:

·      class A-2 notes [___]%:

·      class B notes [___]%;

· an administration fee equal to $[_________] is paid monthly by the trust to the administrator, beginning in ______ 20__;

· a servicing fee equal to 1/12th of the then outstanding principal balance of the trust student loans times [___]% is paid monthly by the trust to the servicer, beginning in ______ 20__;

· the collection account has an initial balance equal to $0;

· the reserve account has an initial balance equal to $[_________] and at all times a balance equal to the lesser of (1) $[_________], and (2) the outstanding balance of the notes;

· the cash capitalization account has an initial balance equal to $[_________], and on the ______ 20__ distribution date, any amounts on deposit in the cash capitalization account that have not previously been released will be included in Available Funds;

· under the interest rate swap, the trust will pay the assumed prime rate minus [___]% in exchange for three-month LIBOR;

· the trust will enter into no other swap or other interest rate hedging agreements;

· all payments are assumed to be made at the end of the month and amounts on deposit in the collection account, reserve account and cash capitalization account, including reinvestment income earned in the previous month, net of servicing fees, are reinvested in eligible investments at the assumed reinvestment rate of [___]% per annum through the end of the collection period, and reinvestment earnings are available for distribution from the prior collection period;

I-2

· prepayments on the trust student loans are applied monthly in accordance with CPR, as described above;

· there are no fees or expenses payable to the indenture trustee, the trustee and the Delaware trustee, including without limitation any indemnity amounts, that have not been paid by the administrator, at the time the Principal Distribution Amount is distributed to the related noteholders on each distribution date;

· no amounts are payable to the servicer as carryover servicing fees on any distribution date;

· an optional redemption by the trust occurs on the first distribution date on which the aggregate outstanding principal balance of the notes, prior to taking into account any distributions to be made on such distribution date, is equal to 10% or less of the initial aggregate principal balance of the notes; and

· the pool of trust student loans consists of [___] representative loans (“rep lines”), which have been created for modeling purposes from individual trust student loans based on combinations of similar individual student loan characteristics, which include, but are not limited to, loan status, interest rate, loan type and index.

The following tables have been prepared based on the assumptions described above (including the assumptions regarding the characteristics and performance of the rep lines, which will differ from the characteristics and performance of the actual pool of trust student loans) and should be read in conjunction therewith.  In addition, the diverse characteristics, remaining terms and loan ages of the trust student loans could produce slower or faster principal payments than indicated in the following tables, even if the dispersions of weighted average characteristics, remaining terms and loan ages are the same as the assumed characteristics.

The following tables show the weighted average lives, expected maturity dates and percentages of original principal remaining of the notes at various percentages of CPR from the closing date until ______ 20__; all percentages have been rounded up or down to the nearest whole percent.

I-3

Weighted Average Lives and Expected Maturities of the Notes

at Various CPR Percentages

Weighted Average Life to Optional Redemption(1) (years)(2)
	0%	2%	4%	6%	8%

Class A-1 Notes

Class A-2 Notes

Class B Notes

Expected Maturity Date to Optional Redemption(1)

Class A-1 Notes

Class A-2 Notes

Class B Notes

(1) Weighted average lives and expected maturities of the notes shown assume that the trust exercises the optional redemption upon the first distribution date such optional redemption is available.

(2) The weighted average life of each class of notes (assuming a 360-day year consisting of twelve 30-day months) is determined by: (1) multiplying the amount of each principal payment on the related class of notes by the number of years from the closing date to the related distribution date, (2) adding the results, and (3) dividing that sum by the principal amount of the related class of notes as of the closing date.

Weighted Average Life to Maturity(1) (years)(2)
	0%	2%	4%	6%	8%

Class A-1 Notes

Class A-2 Notes

Class B Notes

Expected Maturity Date to Maturity(1)

Class A-1 Notes

Class A-2 Notes

Class B Notes

______________________

(1) Weighted average lives and expected maturities of the notes shown assume that the trust does not exercise the optional redemption.

(2) The weighted average life of each class of notes (assuming a 360-day year consisting of twelve 30-day months) is determined by: (1) multiplying the amount of each principal payment on the related class of notes by the number of years from the closing date to the related distribution date, (2) adding the results, and (3) dividing that sum by the principal amount of the related class of notes as of the closing date.

I-4

Class A-1 Notes

Percentages Of Original Principal Of The Notes Remaining At Certain Distribution Dates to Optional Redemption At Various CPR Percentages

Distribution Date	[0]%	[2]%	[4]%	[6]%	[8]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

Class A-2 Notes

Percentages Of Original Principal Of The Notes Remaining At Certain Distribution Dates to Optional Redemption At Various CPR Percentages

Distribution Date	[0]%	[2]%	[4]%	[6]%	[8]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

__________

* Represents a percentage greater than 0.0% but less than 0.5%.

I-5

Class B Notes

Percentages Of Original Principal Of The Notes Remaining At Certain Distribution Dates At Various CPR Percentages

Distribution Date	[0]%	[2]%	[4]%	[6]%	[8]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

I-6

Class A-1 Notes

Percentages Of Original Principal Of The Notes Remaining At Certain Distribution Dates to Maturity At Various CPR Percentages

Distribution Date	[0]%	[2]%	[4]%	[6]%	[8]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

Class A-2 Notes

Percentages Of Original Principal Of The Notes Remaining At Certain Distribution Dates to Maturity At Various CPR Percentages

Distribution Date	[0]%	[2]%	[4]%	[6]%	[8]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

I-7

Class B Notes

Percentages Of Original Principal Of The Notes Remaining At Certain Distribution Dates to Maturity At Various CPR Percentages

Distribution Date	[0]%	[2]%	[4]%	[6]%	[8]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

I-8

[APPENDIX I FOR POOLS WITH CAREER TRAINING LOANS]

PERIODIC DEFAULT PERCENTAGES FOR CERTAIN PRIVATE EDUCATION LOANS

The following cohort default triangles provide loan performance information for certain private education loans of SLM Corporation and its consolidated subsidiaries, the direct or indirect parent of the sellers and the depositor, that meet the depositor’s (or its affiliates’) current securitization criteria (including those criteria listed below):

· Program types include Undergraduate/Graduate(1), Direct-to-Consumer (“DTC”)(2), Private Consolidation and Smart Option (interest only)(3) loans;

· FICO scores are based on the greater of the borrower and co-borrower scores as of a date near the loan application and must be at least:

§ Undergraduate/Graduate at not-for-profit schools: greater than or equal to 640;

§ Undergraduate/Graduate at for-profit schools: greater than or equal to 670;

§ DTC loans: greater than or equal to 670; and

§ Private Consolidation loans: greater than or equal to 640; and

· Excludes loans made at selected schools that have historically experienced higher rates of default.

The cohort default triangles are not representative of the characteristics of the portfolio of private education loans of SLM Corporation and its consolidated subsidiaries as a whole or of any particular securitization trust.

· The following cohort default triangles are segmented by loan program type, FICO score, co-borrower status and school type.

· Terms and calculations used in the cohort default triangles are defined below:

· Repayment Year – The calendar year loans entered repayment.

· Disbursed Principal Entering Repayment – The amount of principal entering repayment in a given year, based on disbursed principal prior to any interest capitalization.

· Years in Repayment – Measured in years between repayment start date and default date.  Zero represents defaults that occurred prior to the start of repayment.

 

(1) Undergraduate/Graduate loans marketed under the Signature Student Loan brand.

 

(2) Direct-to-Consumer loans marketed under the Tuition Answer brand.

 

(3) The loan performance information for Smart Option loans that are not interest only loans is not included in the related cohort default triangles.

Ap. 1-1

· Periodic Defaults – Defaulted principal in each Year in Repayment as a percentage of the disbursed principal entering repayment in each Repayment Year.

§ Defaulted principal includes any interest capitalization that occurred prior to default.

§ Defaulted principal is not reduced by any amounts recovered after the loan defaulted.

§ Because the numerator includes capitalized interest while the denominator does not, default rates are higher than if the numerator and denominator both included capitalized interest.

· Total – The sum of Periodic Defaults across Years in Repayment for each Repayment Year.

See “Appendix A Tables” in this prospectus supplement for further explanation of the contents of these tables.

Ap. 1-2

Undergraduate/Graduate(1)

Undergraduate/Graduate(1) With Co-Signer

Undergraduate/Graduate(1) Without Co-Signer

Note: Data as of [_____] [__], 20[__].

(1) Undergraduate/Graduate loans marketed under the Signature Student Loan brand.

(2) Periodic Defaults for the most recent calendar Year in Repayment are for a partial year.

(3) Numerator is the amount of principal in each cohort that defaulted in each Year in Repayment.  Denominator is the amount of disbursed principal for that Repayment Year.

Ap. 1-3

Undergraduate/Graduate(1) Non-Profit

Undergraduate/Graduate(1) For-Profit

Note: Data as of [_____] [__], 20[__].

(1) Undergraduate/Graduate loans marketed under the Signature Student Loan brand.

(2) Periodic Defaults for the most recent calendar Year in Repayment are for a partial year.

(3) Numerator is the amount of principal in each cohort that defaulted in each Year in Repayment.  Denominator is the amount of disbursed principal for that Repayment Year.

Ap. 1-4

Undergraduate/Graduate(1), FICO 740-850(2)

Undergraduate/Graduate(1), FICO 700-739(2)

Note: Data as of [_____] [__], 20[__].

(1) Undergraduate/Graduate loans marketed under the Signature Student Loan brand.

(2) FICO scores are based on the greater of the borrower and co-borrower scores as of a date near the loan application.

(3) Periodic Defaults for the most recent calendar Year in Repayment are for a partial year.

(4) Numerator is the amount of principal in each cohort that defaulted in each Year in Repayment.  Denominator is the amount of disbursed principal for that Repayment Year.

Ap. 1-5

Undergraduate/Graduate(1), FICO 670-699(2)

Undergraduate/Graduate(1), FICO 640-669(2)

Note: Data as of [_____] [__], 20[__].

(1) Undergraduate/Graduate loans marketed under the Signature Student Loan brand.

(2) FICO scores are based on the greater of the borrower and co-borrower scores as of a date near the loan application.

(3) Periodic Defaults for the most recent calendar Year in Repayment are for a partial year.

(4) Numerator is the amount of principal in each cohort that defaulted in each Year in Repayment.  Denominator is the amount of disbursed principal for that Repayment Year.

Ap. 1-6

DTC With Co-Signer, FICO ≥ 670(1)

DTC Without Co-Signer, FICO ≥ 670(1)

Note: Data as of [_____] [__], 20[__].

(1) FICO scores are based on the greater of the borrower and co-borrower scores as of a date near the loan application.

(2) Periodic Defaults for the most recent calendar Year in Repayment are for a partial year.

(3) Numerator is the amount of principal in each cohort that defaulted in each Year in Repayment.  Denominator is the amount of disbursed principal for that Repayment Year.

Ap. 1-7

Smart Option(1) (interest only) With Co-Signer

Smart Option(1) (interest only) Without Co-Signer

Note: Data as of [_____] [__], 20[__].

(1) Private education loans marketed under the Smart Option Student Loan® brand.

(2) Periodic Defaults for the most recent calendar Year in Repayment are for a partial year.

(3) Numerator is the amount of principal in each cohort that defaulted in each Year in Repayment.  Denominator is the amount of disbursed principal for that Repayment Year.

Ap. 1-8

Private Consolidation Loans With Co-Signer

Private Consolidation Loans Without Co-Signer

Note:  Data as of [_____] [__], 20[__].

(1) Periodic Defaults for the most recent calendar Year in Repayment are for a partial year.

(2) Numerator is the amount of principal in each cohort that defaulted in each Year in Repayment.  Denominator is the amount of disbursed principal for that Repayment Year.

Ap. 1-9

PRINCIPAL OFFICES

ISSUING ENTITY

SLM PRIVATE EDUCATION LOAN TRUST 20[__]-[_]

[________]

[________]

DEPOSITOR

SLM FUNDING LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

SPONSOR, SERVICER AND ADMINISTRATOR

SALLIE MAE, INC.

2001 Edmund Halley Drive

Reston, Virginia 20191

  TRUSTEE   [__________________]     INDENTURE TRUSTEE AND PAYING AGENT   [__________________]  

DELAWARE TRUSTEE

[________]

LUXEMBOURG LISTING AGENT

[________]

LEGAL ADVISORS TO THE DEPOSITOR, THE TRUST, THE SPONSOR

THE SERVICER AND THE ADMINISTRATOR

BINGHAM McCUTCHEN LLP 399 Park Avenue New York, New York 10022   RICHARDS, LAYTON & FINGER, P.A. 920 King Street Wilmington, Delaware 19801   SHEARMAN & STERLING LLP 801 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2604  

LEGAL ADVISORS TO THE UNDERWRITERS

CADWALADER, WICKERSHAM & TAFT LLP 700 Sixth Street, N.W. Washington, D.C. 20001   SHEARMAN & STERLING LLP 801 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2604  

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG LLP

1676 International Drive, Suite 1200

McLean, Virginia 22102

$[_________]

SLM Private Education Loan Trust 20[__]-[_]

Issuing Entity

$[_________] Floating Rate Class A-1 Student Loan-Backed Notes

$[_________] Floating Rate Class A-2 Student Loan-Backed Notes

$[_________] Floating Rate Class B Student Loan-Backed Notes    

SLM Funding LLC

Depositor

Sallie Mae, Inc.

Sponsor, Servicer and Administrator

[Joint Book-Runners]

_____________

[Co-Managers]

You should rely only on the information contained or incorporated by reference in this prospectus supplement and base prospectus. We have not authorized anyone to provide you with different information.

We are not offering the notes in any state or other jurisdiction where the offer is prohibited.  Until _______ __, 20___ (90 days after the date of this prospectus supplement), all dealers effecting transactions in the notes, whether or not participating in this distribution, may be required, if requested by a potential investor, to deliver a written copy of this prospectus supplement and base prospectus. This delivery requirement is in addition to the obligation of dealers to deliver this prospectus supplement and base prospectus, if so requested, when acting as underwriters and with respect to their unsold allotments or subscriptions.

________ __, 20__

[FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING BY SLM STUDENT LOAN TRUSTS OF THE PARTICULAR SERIES OF FEDERALLY GUARANTEED STUDENT LOAN-BACKED SECURITIES DESCRIBED THEREIN]

This document is subject to completion and amendment.  This document does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be a sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.  The definitive terms of the transaction described herein will be described in the final version of this document.

Subject to completion, dated [_________], [__], 2013

Prospectus Supplement to Base Prospectus dated ________ __, 20__

$____________________

SLM Student Loan Trust 20[__]-[_]

Issuing Entity

SLM Funding LLC

Depositor

Sallie Mae, Inc.

Sponsor, Servicer and Administrator

Student Loan-Backed Notes

On ________ __, 20__, the trust will issue:

Class	Principal	Interest Rate		Maturity
Class A-1 Notes	$	[____]-month LIBOR plus	%
Class A-2 Notes	$		%
Class B Notes	$	[____]-month LIBOR plus	%

The trust will make payments primarily from collections on a pool of [student loans made under the Federal Family Education Loan Program (FFELP),] [consolidation student loans] [a combination of FFELP student loans and consolidation student loans].  Interest on and principal of the notes will be payable [_____] on the [25th] day of each [___],[___], [___] and [___], beginning in ______, 20__.  In general, the trust will pay principal, sequentially, to the class A-1 and class A-2 notes, in that order, until each class is paid in full, and then, to the class B notes until such class is paid in full.  Interest on the class B notes will be subordinate to interest on the class A notes and principal of the class B notes will be subordinate to both principal and interest on the class A notes.  Credit enhancement for the notes consists of excess interest on the trust student loans, subordination of the class B notes to the class A notes, overcollateralization and the reserve account.  In addition, the trust will deposit funds, on the closing date, into the capitalized interest account.  These funds will be available only for a limited period of time.  [The trust will also enter into [an] [one or more] interest rate swap agreement[s] on the closing date.]  The class A-1 and class B notes are LIBOR-based notes and the class A-2 notes will be fixed rate notes.  A description of how LIBOR is determined appears under “Additional Information Regarding the Notes—Determination of Indices—LIBOR” in the base prospectus.

We are offering the notes through the underwriters at the prices shown below when and if issued.  [Application has been made for the notes to be listed on the Official List of the Luxembourg Stock Exchange and to be traded on the Luxembourg Stock Exchange’s Euro MTF Market.]

We are not offering the notes in any state or other jurisdiction where the offer is prohibited.

[All]/ [A portion] of the class B notes will be retained by the depositor or an affiliate.  This prospectus supplement also covers the resale of the class B notes from time to time by the depositor or an affiliate.

You should consider carefully the risk factors on page S-[__] of this prospectus supplement and on page [__] of the base prospectus. The notes are asset-backed securities issued by and are obligations of the issuing entity, which is a trust. They are not obligations of or interests in the sponsor, administrator, servicer, depositor, any seller or any of their affiliates. The notes are not guaranteed or insured by the United States or any governmental agency.	Underwriting                          Proceeds to                                   Price to Public                               Discount                            the Depositor Per Class A-1 Note                                                                       %                                              %                                              % Per Class A-2 Note                                                                       %                                              %                                              % Per Class B Note[*]                                                                      %                                              %                                              % [*For the amount of class B notes retained by the depositor or an affiliate, the underwriting discount will be     % and proceeds to the depositor will be     % with no selling concession or reallowance.] [INCLUDED ONLY IF TRANCHE IS RETAINED BY DEPOSITOR] We expect the proceeds to the depositor in respect of the notes to be $before deducting expenses payable by the depositor estimated to be $and certain deposits to be made by the trust. Neither the SEC nor any state securities commission has approved or disapproved the securities or determined whether this supplement or the base prospectus is accurate or complete.  Any contrary representation is a criminal offense.
	_______________ [Joint Book-Runners]
	[_______]		[_______]		[_______]
	_______________ [Co-Managers]
	[_______]	[_______]		[_______]		[_______]
			_______________  _______ __, 20___

i

TABLE OF CONTENTS

ProspectusSupplement

			Page
Summary of Terms			S-1
	·	Issuing Entity	S-1
	·	Depositor	S-1
	·	Sponsor, Servicer and Administrator	S-1
	·	[Subservicer]	S-1
	·	Indenture Trustee	S-1
	·	Eligible Lender Trustee	S-1
	·	Delaware Trustee	S-1
	·	The Notes	S-1
	·	Dates	S-2
	·	Information About the Trust Student Loans	S-2
	·	Information About the Notes	S-3
	·	Indenture Trustee and Paying Agent	S-6
	·	[Luxembourg Paying Agent	S-6
	·	Administrator	S-6
	·	Information About the Trust	S-6
	·	Administration of the Trust	S-12
	·	Termination of the Trust	S-15
	·	[Swap Agreement[s]]	S-17
	·	[Revolving Period]	S-18
	·	[Prefunding Period]	S-18
	·	Excess Distribution Certificateholder	S-18
	·	Pool Asset Review	S-18
	·	Tax Considerations	S-19
	·	ERISA Considerations	S-20
	·	[Ratings of the Notes]	S-20
	·	Listing Information	S-21
	·	Risk Factors	S-21
	·	Identification Numbers	S-21
Risk Factors			S-22
	·	Federal Financial Regulatory Legislation Could Have An Adverse Effect On SLM Corporation, The Sponsor, The Servicer, The Depositor, The Sellers And The Trust, Which Could Result In Losses Or Delays In Payments On Your Notes	S-22
	·	The Notes Are Not Suitable Investments For All Investors	S-24
	·	Subordination Of The Class B Notes And Sequential Payment Of The Notes Result In A Greater Risk Of Loss	S-24
	·	Investors In The Class B Notes Bear Greater Risk Of Loss Because The Priority Of Payment Of Interest And The Timing Of Principal Payments On The Class B Notes May Change Due To The Variability Of Cashflows	S-25
	·	Certain Credit And Liquidity Enhancement Features Are Limited And If They Are Partially or Fully Depleted, There May Be Shortfalls In Distributions To Noteholders	S-26
	·	The Notes May Be Assigned Lower Ratings From Other NRSROs Than Those Assigned By The Rating Agencies	S-27
	·	A Lowering Of The Credit Rating Of The United States Of America May Adversely Affect The Market Value Of Your Notes	S-28
	·	The Characteristics Of The Trust Student Loans May Change	S-28
	·	[Your Notes Will Have Basis Risk And The Swap Agreement[s] Do Not Eliminate All Of This Basis Risk, Which Could Compromise The Trust’s Ability To Pay Principal And Interest On Your Notes	S-29
	·	Any Inability Of The Trust To Acquire Additional Trust Student Loans Would Likely Cause You To Receive An Accelerated Principal Distribution	S-30

ii

	·	Certain Actions Can Be Taken Without Noteholder Approval	S-30
	·	The Bankruptcy Of The Servicer [Or Subservicer] Could Delay The Appointment Of A Successor Servicer [Or Subservicer] Or Reduce Payments On Your Notes	S-31
	·	The Trust May Be Affected By Delayed Payments From Borrowers Called To Active Military Service	S-31
	·	[Timely Payments On Your Notes Relies In Part On The Servicing Ability Of The Subservicer]	S-32
	·	[The Use of a Subservicer May Make It More Difficult To Find A Successor Servicer]	S-32
	·	[Retention Of Some Or All Of The Class B Notes By The Depositor Or Its Affiliate May Reduce The Liquidity Of The Class B Notes]	S-32
	·	Current Illiquid Market Conditions May Continue In The Future	S-33
Defined Terms			S-34
Formation of the Trust			S-34
	· The Trust		S-34
	·	Capitalization of the Trust	S-36
	·	Repurchase Requests	S-36
	·	Depositor	S-36
	·	Eligible Lender Trustee	S-36
	·	Delaware Trustee	S-37
	·	Indenture Trustee	S-38
	·	[The Subservicer]	S-39
		Use of Proceeds	S-39
		The Trust Student Loan Pool	S-40
	·	General	S-40
	·	Eligible Trust Student Loans	S-40
	·	Additional Sellers	S-41
	·	Certain Expenses	S-42
	·	Characteristics of the Initial Trust Student Loans	S-42
	·	Insurance of Trust Student Loans; Guarantors of Trust Student Loans	S-42
	·	Cure Period for Trust Student Loans	S-44
	·	Consolidation of Federal Benefit Billings and Receipts and Guarantor Claims with Other Trusts	S-45
	·	Third-Party Originators of FFELP Loans	S-46
[Recent Developments]			S-46
Description of the Notes			S-46
	·	General	S-46
	·	The Notes	S-46
	·	Supplemental Purchase Period	S-50
	·	Servicing Compensation	S-51
	·	Distributions	S-52
	·	Distributions Following an Event of Default and Acceleration of the Maturity of the Notes	S-55
	·	Voting Rights and Remedies	S-57
	·	Credit Enhancement	S-57
	·	Potential Future Interest Rate Cap Agreement	S-59
	·	Administration Fee	S-59
	·	[Swap Agreement[s]	S-59
	·	[Revolving Period]	S-63
	·	[Prefunding Period]	S-63
	·	Determination of Indices	S-63
	·	Notice of Interest Rates	S-63
	·	Accounts	S-63
	·	Trust Fees	S-64
	·	Optional Purchase	S-64
	·	Auction of Trust Assets	S-65
Static Pools			S-66
Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes			S-67
Pool Asset Review			S-68

iii

U.S. Federal Income Tax Consequences	S-71
European Union Directive on the Taxation of Savings Income	S-71
ERISA Considerations	S-72
Accounting Considerations	S-73
Reports to Noteholders	S-74
Notice to Investors	S-75
Underwriting	S-76
Listing Information	S-78
[Ratings of the Notes]	S-80
Compliance with Article 122a of the Capital Requirements Directive	S-80
Legal Matters	S-80
Glossary for Prospectus Supplement	S-81
Annex A:  Characteristics of the Initial Trust Student Loan Pool	A-1
Exhibit I: Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes	I-1

iv

TABLE OF CONTENTS

Base Prospectus

	Page
Prospectus Summary	8
Risk Factors	21
Formation of the Issuing Entities	45
Use of Proceeds	47
The Depositor	48
The Auction Rate Notes Depositor	50
The Sponsor, Servicer and Administrator	50
The Sellers	52
The Student Loan Pools	53
The Companies’ Student Loan Financing Business	56
Transfer and Servicing Agreements	67
Servicing and Administration	71
Trading Information	84
Description of the Notes	86
Additional Information Regarding the Notes	93
Certain Legal Aspects of the Student Loans	137
U.S. Federal Income Tax Consequences	143
European Union Directive on the Taxation of Savings Income	156
State Tax Consequences	157
ERISA Considerations	157
Available Information	160
Reports to Noteholders	160
Incorporation of Documents by Reference	161
The Plan of Distribution	161
Legal Matters	164
Appendix A: Federal Family Education Loan Program	A-1
Appendix B:  Undergraduate and Graduate Loan Programs	B-1
Appendix C:  Law Loan Programs	C-1
Appendix D:  MBA Loan Programs	D-1
Appendix E:  Medical Loan Programs	E-1
Appendix F:  Dental Loan Programs	F-1
Appendix G:  Direct-to-Consumer Loan Programs	G-1
Appendix H:  Private Consolidation Loan Program	H-1
Appendix I:  Career Training Loan Program	I-1
Appendix J:  EFG Loan Programs	J-1
Appendix K:  Smart Option Student Loan Program	K-1
Appendix L: Global Clearance, Settlement and Tax Documentation Procedures	L-1

v

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT

AND THE BASE PROSPECTUS ATTACHED HERETO

We provide information to you about the notes in two separate sections of this document that provide progressively more detailed information.  These two sections are:

· the accompanying base prospectus, which begins after this prospectus supplement and provides general information, some of which may not apply to your particular class of notes; and

· this prospectus supplement, which describes the specific terms of the notes being offered.

We have not authorized anyone to provide you with different information.

You should read both the base prospectus and this prospectus supplement to understand the notes.

For your convenience, we include cross-references in this prospectus supplement and in the base prospectus to captions in these materials where you can find related information.

NOTICES TO INVESTORS

THIS PROSPECTUS SUPPLEMENT HAS BEEN PREPARED ON THE BASIS THAT, ANY OFFER OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF NOTES.  ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF NOTES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS PROSPECTUS SUPPLEMENT MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE TRUST OR THE UNDERWRITERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE IN RELATION TO SUCH OFFER. NONE OF THE TRUST OR THE UNDERWRITERS HAS AUTHORISED, NOR DOES ANY OF THEM AUTHORISE, THE MAKING OF ANY OFFER OF NOTES IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE TRUST OR THE UNDERWRITERS TO PUBLISH A PROSPECTUS FOR SUCH OFFER. THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION “2010 PD AMENDING DIRECTIVE” MEANS DIRECTIVE 2010/73/EU.

vi

THIS PROSPECTUS SUPPLEMENT IS BEING DISTRIBUTED ONLY TO AND IS DIRECTED ONLY AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), (III) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A)  TO (D) OF THE ORDER OR (IV) PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR SALE OF ANY NOTES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS “RELEVANT PERSONS”). ACCORDINGLY, BY ACCEPTING DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE RECIPIENT WARRANTS AND ACKNOWLEDGES THAT IT IS SUCH A RELEVANT PERSON. THE NOTES ARE AVAILABLE ONLY TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH NOTES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS PROSPECTUS SUPPLEMENT OR ANY OF ITS CONTENTS. THIS COMMUNICATION MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

[Application will be made for the notes to be listed on the Official List of the Luxembourg Stock Exchange and to be traded on the Luxembourg Stock Exchange’s Euro MTF Market.  We cannot assure you that the application will be granted. You should consult with [______________], the Luxembourg listing agent for the notes, to determine their status.  This prospectus supplement and the base prospectus may be used only for the purposes for which they have been published.]

vii

FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items.  These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words.  Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results.  Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond our control. Because we cannot predict the future, what actually happens may be very different from what is contained in our forward-looking statements.

viii

ix

x

SUMMARY OF TERMS

This summary highlights selected information about the notes.  It does not contain all of the information that you might find important in making your investment decision.  It provides only an overview to aid your understanding and is qualified by the full description of the information contained in this prospectus supplement and the attached base prospectus.  You should read the full description of this information appearing elsewhere in this document and in the base prospectus to understand all of the terms of the offering of the notes.

ISSUING ENTITY

SLM Student Loan Trust 20[__]-[_], which is a Delaware statutory trust.  It was formed on ________ __, 20__, under a short-form trust agreement dated the same date.  Its principal address is in care of the eligible lender trustee, at  [________________].  We sometimes refer to the issuing entity as the trust.

DEPOSITOR

SLM Funding LLC, which is a Delaware limited liability company.  Its principal address is 2001 Edmund Halley Drive, Reston, Virginia 20191.

SPONSOR, SERVICER AND ADMINISTRATOR

Sallie Mae, Inc., which is a Delaware corporation.  Its principal address is 2001 Edmund Halley Drive, Reston, Virginia 20191.  We sometimes refer to Sallie Mae, Inc. in its respective capacities as either the Administrator or the Servicer, as applicable.

Sallie Mae, Inc. is an affiliate of the depositor and each seller.

[SUBSERVICER]

[______________]

INDENTURE TRUSTEE

[______________]

ELIGIBLE LENDER TRUSTEE

[______________]

DELAWARE TRUSTEE

[______________]

THE NOTES

The trust will issue the notes under an indenture to be dated as of the closing date.  The trust is offering the following classes of notes, which are debt obligations of the trust:

Class A Notes:

· Floating Rate Class A-1 Student Loan-Backed Notes in the amount of $[_________].

· Fixed Rate Class A-2 Student Loan-Backed Notes in the amount of $ [_________].

Class B Notes:

· Floating Rate Class B Student Loan-Backed Notes in the amount of $[_________].

We sometimes refer to:

S-1

· the class A-1 notes and class A-2 notes as the class A notes;

· the class A-1 and class B notes as the LIBOR-based notes; and

· the class A notes and class B notes as the notes.

DATES

The closing date for this offering is ________ __, 20__.

The information in this prospectus supplement about the initial trust student loans is calculated and presented as of ________ __, 20__.  We refer to this date as the statistical cutoff date.

The cutoff date for the pool of initial trust student loans will be the closing date. We sometimes refer to this date as the initial cutoff date.

The trust will be entitled to receive all collections and proceeds on the initial trust student loans on or after the closing date.

A distribution date for each class of notes is the [25th] day of each [___], [___], [___] and [___], beginning in ______ 20__.  If the [25th] day of any month is not a business day, the distribution date will be the next business day.

Interest and principal will be payable to holders of record as of the close of business on the record date, which is the day before the related distribution date.

[A monthly allocation date will be the [25th] calendar day of each month or the next succeeding business day if such [25th] day is not a business day.]

The supplemental purchase period for purchasing additional trust student loans with funds on deposit in the supplemental purchase account begins on the closing date and ends on ________ __, 20__.

INFORMATION ABOUT THE TRUST STUDENT LOANS

The notes will receive payments primarily from collections on (1) the initial trust student loans acquired by the trust on the closing date and (2) any additional trust student loans acquired by the trust from time to time during the supplemental purchase period.

The trust student loans will be selected from a pool of [student loans made under the Federal Family Education Loan Program (FFELP),] [consolidation student loans] [a combination of FFELP student loans and consolidation student loans].

We refer to the pool of student loans purchased by the trust on the closing date as the initial trust student loans; we refer to any student loans purchased by the trust during the supplemental purchase period as the additional trust student loans; and we refer to the initial trust student loans and the additional trust student loans, collectively, as the trust student loans.

The trust may acquire additional trust student loans during the supplemental purchase period from amounts on deposit in the supplemental purchase account.  The cutoff dates for these additional trust student loans will be the dates those loans are purchased by the trust (which we refer to as “subsequent cutoff dates”).  The trust will be entitled to receive all collections and proceeds on these additional trust student loans on and after their respective subsequent cutoff dates.

S-2

INFORMATION ABOUT THE NOTES

LIBOR-Based Notes

Interest Payments.  Interest will accrue generally on the outstanding principal balance of each class of the LIBOR-based notes during [____]-month accrual periods and will be paid on each distribution date.

Generally, each accrual period for the LIBOR-based notes begins on a distribution date and ends on the day before the next distribution date.  The first accrual period for the LIBOR-based notes, however, will begin on the closing date and end on ________ __, 20__, the day before the first distribution date.

Each class of LIBOR-based notes will bear an annual interest rate equal to the sum of [____]-month LIBOR (except for the first accrual period) and the applicable spread listed in the table below:

Class	Spread
Class A-1	plus       %
Class B	plus       %

LIBOR for the first accrual period will be determined by the following formula:

x +  [    /     *  (y-x)]

where

x =    -month LIBOR, and

y =    -month LIBOR.

The administrator will determine LIBOR as specified under “Additional Information Regarding the Notes—Determination of Indices—LIBOR” in the base prospectus.  The administrator will calculate interest on the LIBOR-based notes based on the actual number of days elapsed in each accrual period divided by 360.

Fixed Rate Notes

Interest Payments.  Interest will accrue generally on the outstanding principal balance of the class A-2 notes at an annual fixed rate of interest equal to [____]% and will be paid on each distribution date.

Generally, each accrual period for the class A-2 notes will begin on the [25th] day of the month of the immediately preceding distribution date and end on the [24th] day of the month of the current distribution date.  The first accrual period for the class A-2 notes, however, will begin on the closing date and end on ________ __, 20__, the day before the first distribution date.

Interest on the class A-2 notes will be calculated based on twelve 30-day months and a 360-day year.

All Notes

Principal Payments.  Principal of the notes will be payable on each distribution date in an amount generally equal to the principal distribution amount for that distribution date.

S-3

Priority of Principal Payments.  In general, principal of the notes will be paid sequentially on each distribution date as follows:

· first, to the class A noteholders, the class A noteholders’ principal distribution amount, sequentially, to the class A-1 and class A-2 notes, in that order, until their respective principal balances are reduced to zero; and then

· second, to the class B noteholders, the class B noteholders’ principal distribution amount , until the principal balance of the class B notes is reduced to zero.

In addition, on each distribution date, the amount of available funds remaining after the payments described in the 1st through 12th items in the chart on page [__] of this prospectus supplement will be distributed to the noteholders as accelerated payments of note principal.

See “Description of the Notes—Distributions” in this prospectus supplement for a more detailed description of principal payments.  See also “Description of the Notes—Distributions Following an Event of Default and Acceleration of the Maturity of the Notes” in this prospectus supplement for a description of the cashflows and priority of payments on each distribution date following the occurrence of an event of default and the acceleration of the maturity of the notes.

Maturity Dates.  Each class of notes will mature no later than the date set forth in the table below for that class:

Class	Maturity Date
Class A-1
Class A-2
Class B

The actual maturity of any class of notes could occur earlier if, for example,

· there are higher than anticipated prepayment rates on the trust student loans;

· the servicer exercises its option to purchase all remaining trust student loans, which will not occur until the first distribution date on which the pool balance is 10% or less of the initial pool balance; or

· the indenture trustee auctions all remaining trust student loans, which absent an event of default under the indenture, will not occur until the first distribution date on which the pool balance is 10% or less of the initial pool balance.

The initial pool balance is equal to the sum of: (i) the pool balance as of the closing date and (ii) all amounts deposited into the supplemental purchase account on the closing date.

S-4

Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes.  The projected weighted average life, expected maturity date and percentage of the remaining principal balance of each class of notes under various assumed prepayment scenarios may be found in Exhibit I, “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes,” attached hereto.

Subordination of the Class B Notes.  Payments of interest on the class B notes will be subordinate to the payments of interest on the class A notes [and to certain trust swap payments due to any swap counterparty.]  In general, payments of principal of the class B notes will be subordinate to the payment of both interest on and principal of the class A notes [and certain trust swap payments due to any swap counterparty.]  See “Description of the Notes—The Notes—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement.

Denominations.  Each class of notes will be available for purchase in minimum denominations of $100,000 and additional increments of $1,000.  The notes will be available only in book-entry form through The Depository Trust Company, Clearstream, Luxembourg and the Euroclear System.  You will not receive a certificate representing your notes except in very limited circumstances.

Security for the Notes and Credit Enhancement.  The notes will be secured by the assets of the trust, which consist primarily of the trust student loans.

Overcollateralization.  Overcollateralization represents the amount by which the sum of the pool balance and the specified reserve account balance exceeds the aggregate outstanding principal balance of the notes and is intended to provide credit enhancement for the notes.  On the closing date, the overcollateralization amount is expected to equal $[_________].  The application of available funds set forth under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement is designed to build the level of overcollateralization to, and maintain it at, a specified overcollateralization amount.  The amount of overcollateralization will vary from time to time depending on the rate and timing of principal payments on the trust student loans, capitalization of interest, certain borrower fees and the incurrence of losses, if any, on the trust student loans.  See “Description of the Notes—Credit Enhancement—Overcollateralization” in this prospectus supplement.

Potential Future Interest Rate Cap Agreement.  At any time after the closing date, at the direction of the administrator, the trust may enter into one or more interest rate cap agreements (collectively, the “potential future interest rate cap agreement”) with one or more eligible cap counterparties (collectively, the “potential future cap counterparty”) to hedge some or all of the interest rate risk of the notes.  Any payment due by the trust to a potential future cap counterparty would be payable only out of funds available for distribution under clause (m) of “Description of the Notes—

S-5

Distributions—Distributions from the Collection Account” in this prospectus supplement.  Any payments received from a potential future cap counterparty would be included in available funds.  It is not anticipated that the trust would be required to make any payments to any potential future cap counterparty under any potential future interest rate cap agreement other than an upfront payment and, in some circumstances, a termination payment.  See “Description of the Notes—Potential Future Interest Rate Cap Agreement” in this prospectus supplement.

INDENTURE TRUSTEE AND PAYING AGENT

The trust will issue the notes under an indenture to be dated as of the closing date.  Under the indenture, [______________] will act as indenture trustee for the benefit of and to protect the interests of the noteholders and will act as paying agent for the notes.

[LUXEMBOURG PAYING AGENT

If the rules of the Luxembourg Stock Exchange require a Luxembourg paying agent, the depositor will cause one to be appointed for the notes that are listed on the Official List of the Luxembourg Stock Exchange and traded on the Luxembourg Stock Exchange’s Euro MTF Market.]

ADMINISTRATOR

Sallie Mae, Inc. will act as the administrator of the trust under an administration agreement to be dated as of the closing date.  Sallie Mae, Inc. is a Delaware corporation and a wholly-owned subsidiary of SLM Corporation. Subject to certain conditions, Sallie Mae, Inc. may transfer its obligations as administrator to an affiliate.  See “Servicing and Administration—Administration Agreement” in the base prospectus.

INFORMATION ABOUT THE TRUST

Formation of the Trust

The trust is a Delaware statutory trust.

The only activities of the trust are acquiring, owning and managing the trust student loans and holding the other assets of the trust, issuing and making payments on the notes, entering into each swap agreement described below, entering into a potential future interest rate cap agreement, if any, and other related activities.  See “Formation of the Trust—The Trust” in this prospectus supplement.

The depositor is SLM Funding LLC.  It is a Delaware limited liability company whose sole member is SLM Education Credit Finance Corporation, which we sometimes refer to as SLM ECFC.

S-6

The depositor will acquire the initial trust student loans from one or more of SLM ECFC, Bluemont Funding LLC, Town Center Funding LLC, Town Hall Funding LLC, VL Funding LLC and [_____] under separate purchase agreements and will subsequently sell them to the trust on the closing date under the sale agreement.  We sometimes refer to Bluemont Funding LLC as Bluemont Funding, to Town Center Funding LLC as Town Center Funding, to Town Hall Funding LLC as Town Hall Funding,  to VL Funding LLC as VL Funding and to [_____] as [_____].  We also sometimes refer to each of SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding and [_____] as a seller or collectively as the sellers, as applicable.  The sale agreement and purchase agreements will each be dated as of the closing date.

The depositor will acquire any additional trust student loans from one or more of the sellers under additional purchase agreements and will sell them to the trust from time to time during the supplemental purchase period, provided there are sufficient funds on deposit in the supplemental purchase account.

[______________], as interim eligible lender trustee, will hold legal title to the trust student loans for the depositor under an interim trust agreement.

Its Assets

The assets of the trust will include:

· the trust student loans;

· collections and other payments on the trust student loans;

· funds it will hold from time to time in its trust accounts, including a collection account, a reserve account, a supplemental purchase account, a capitalized interest account and a floor income rebate account;

· [its rights under each swap agreement described under “—Swap Agreement[s]” below;] and

· its rights under any potential future interest rate cap agreement.

The rest of this section describes the trust student loans and trust accounts more fully.

· Trust Student Loans.  The trust student loans (including the initial trust student loans and any additional trust student loans) are education loans to students and parents of students made under the Federal Family Education Loan Program, known as the FFELP.  [Approximately [____]% of the trust student loans by principal balance are Stafford loans, [____]% are PLUS loans and [____]% are consolidation loans.]  [All of the trust student loans are consolidation loans.]  Consolidation loans are used to combine a borrower’s obligations under various federally authorized student loan programs into a single loan. See “Appendix A—Federal Family Education Loan Program” in the base prospectus for a description of each type of FFELP loan.

· Initial Trust Student Loans.  The initial trust student loans have been selected from the student loans owned by the sellers, or have been acquired by the related seller from one or more of its affiliates, based on the criteria established by the depositor, as described in this prospectus supplement and the base prospectus.

The depositor will acquire the initial trust student loans from one or more of the sellers on the closing date.

S-7

The applicable borrower payment status of each trust student loan, either in-school, grace, deferment, forbearance or repayment, will affect the timing of payment of interest on and principal of the trust student loans as described in “Appendix A—Federal Family Education Loan Program” in the base prospectus.  For statistical information related to the current borrower payment status of the initial trust student loans as of the statistical cutoff date, prospective investors in the notes should see “Annex A—Distribution of the Initial Trust Student Loans By Current Borrower Payment Status As of the Statistical Cutoff Date”,“—Scheduled Weighted Average Remaining Months In Status of the Initial Trust Student Loans By Current Borrower Payment Status As of the Statistical Cutoff Date” and “—Distribution of the Initial Trust Student Loans By Repayment Terms As of the Statistical Cutoff Date” attached to this prospectus supplement.

As of the statistical cutoff date, the initial trust student loans had a pool balance of approximately $[_________].

As of the statistical cutoff date, the weighted average annual borrower interest rate of the initial trust student loans was approximately [____]% and their weighted average remaining term to scheduled maturity was approximately [____] months.

Any special allowance payments on the initial trust student loans are based on the three-month financial commercial paper rate as to approximately [____]% of the initial trust student loans, [___]-month LIBOR as to approximately [____]% of the initial trust student loans and the 91-day Treasury bill rate as to approximately [____]% of the initial trust student loans, in each case by principal balance as of the statistical cutoff date.  For more details concerning the initial trust student loans, see “Annex A—Characteristics of the Initial Trust Student Loan Pool” attached to this prospectus supplement.

Approximately [____]% of the initial trust student loans by principal balance are 97% guaranteed and approximately [____]% of the initial trust student loans by principal balance are 98% guaranteed, in each case, with respect to principal and interest by the guaranty agency described in Annex A to this prospectus supplement and reinsured by the Department of Education under the Higher Education Act.

· Significant Guarantors.  The guaranty agencies described in Annex A to this prospectus supplement guarantee all of the initial trust student loans.  [______________] guarantees approximately [____]% of the initial trust student loans by principal balance and [______________] guarantees approximately [____]% of the initial trust student loans by principal balance, are the only guarantors that guarantee more than 10% of the initial trust student loans by principal balance.  See “The Trust Student Loan Pool—Insurance of Trust Student Loans; Guarantors of Trust Student Loans” in this prospectus supplement.  The initial trust student loans are also reinsured by the United States Department of Education.

S-8

· Additional Trust Student Loans.  From time to time during the supplemental purchase period, the depositor may acquire additional trust student loans from the sellers to the extent that the trust has sufficient funds on deposit in the supplemental purchase account for the purchase of such additional trust student loans.

Each applicable seller will have the right from time to time under the related purchase agreement to sell additional trust student loans to the depositor during the supplemental purchase period.  All additional trust student loans purchased by the depositor are required under the sale agreement to be immediately sold to the trust, provided there are sufficient funds on deposit in the supplemental purchase account.

All additional trust student loans will be sold to the trust at a price equal to 100% of the outstanding principal balance of each additional trust student loan, plus accrued interest to be capitalized.

All additional trust student loans purchased by the trust will be required to satisfy certain eligibility criteria as described under “The Trust Student Loan Pool” in this prospectus supplement.  We sometimes refer to additional trust student loans which satisfy the required eligibility criteria as eligible student loans in this prospectus supplement.  See “The Trust Student Loan Pool—Eligible Trust Student Loans” in this prospectus supplement.

All additional trust student loans will also be guaranteed by guaranty agencies and reinsured by the United States Department of Education.

· Collection Account.  The administrator will establish and maintain the collection account as an asset of the trust in the name of the indenture trustee.  The trust will make an initial deposit from the net proceeds of the sale of the notes into the collection account on the closing date. The deposit will be in cash or eligible investments equal to $[_________] plus the excess, if any, 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 not deposited into the supplemental purchase account.See “Servicing and Administration—Accounts” in the base prospectus for a more complete description of eligible investments.

The administrator will deposit collections on the trust student loans, interest subsidy payments, special allowance payments, [any payments received from any swap counterparty] and certain other funds into the collection account, all as described in this prospectus supplement and the base prospectus.

· Supplemental Purchase Account.  On the closing date, the administrator will establish and maintain the supplemental purchase account as an asset of the trust in the name of the indenture trustee. The trust will make a deposit from the net proceeds of the sale of the notes into the supplemental purchase account on the closing date.  The deposit will be in cash or eligible investments equal to the excess, if any, of the pool balance as of the statistical cutoff date over the pool balance as of the closing date, but not to exceed [__]% of the pool balance as of the statistical cutoff date.  Funds on deposit in the supplemental purchase account will be used to purchase additional trust student loans from time to time during the supplemental purchase period.

S-9

Any amounts remaining on deposit in the supplemental purchase account at the end of the supplemental purchase period will be transferred to the collection account on the business day immediately following the end of that period and will be included as a part of available funds on the initial distribution date.  Amounts on deposit in the supplemental purchase account will not be replenished.

· Reserve Account.  The administrator will establish and maintain a reserve account as an asset of the trust in the name of the indenture trustee. The trust will make an initial deposit from the net proceeds of the sale of the notes into the reserve account on the closing date.  The deposit will be in cash or eligible investments equal to $[_________].

Funds in the reserve account may be replenished on each distribution date to the extent additional funds are available after all prior required distributions have been made.  See “Description of the Notes—Distributions” in this prospectus supplement.

The amount required to be on deposit in the reserve account at any time, or the specified reserve account balance, is equal to the greater of:

· [____]% of the pool balance as of the end of the related collection period; and

· $[_________].

A collection period is the [___]-month period ending on the last day of [___], [___], [___] and [___], in each case for the distribution date in the following month.  However, the first collection period will be the period from the closing date through ________ __, 20__.

The specified reserve account balance will be subject to adjustment as described in this prospectus supplement. In no event will it exceed the aggregate outstanding balance of the notes.

To the extent funds are available in the reserve account, such funds will be applied on each distribution date [and each monthly allocation date] to cover any shortfalls in payments of primary servicing and administration fees, the class A noteholders’ interest distribution amount, the class B noteholders’ interest distribution amount, [payments owed to any swap counterparty and trust swap payments with respect to certain swap termination payments.]

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Notwithstanding the foregoing, funds on deposit in the reserve account may be withdrawn by the administrator at any time to pay any amounts owed to the Department of Education in respect of any shortfalls in amounts on deposit in the floor income rebate account as described below under “—Floor Income Rebate Account” in this prospectus supplement.

In addition, to the extent funds are available in the reserve account, such funds will be applied:

· on the maturity date for the class A notes and upon termination of the trust, to cover shortfalls in payments of the class A noteholders’ principal and accrued interest; and

· on the maturity date for the class B notes and upon termination of the trust, to cover shortfalls in payments of the class B noteholders’ principal and accrued interest and any carryover servicing fees.

If the amount on deposit in the reserve account on any distribution date, after giving effect to all deposits or withdrawals from the reserve account on that distribution date, is greater than the specified reserve account balance for that distribution date, subject to certain limitations, the administrator will instruct the indenture trustee in writing to deposit the amount of such excess into the collection account to be included as a part of available funds on that distribution date.

If the market value of cash and eligible investments in the reserve account on any distribution date is sufficient to pay the remaining aggregate principal balance of any notes, any interest accrued on the notes, [any payments owing to any swap counterparty] and any carryover servicing fees, amounts on deposit in that account will be so applied on that distribution date.

The reserve account enhances the likelihood of payment to noteholders.  In certain circumstances, however, the reserve account could be partially or fully depleted.  This depletion could result in shortfalls in distributions to noteholders.  See “Description of the Notes—Credit Enhancement—Reserve Account” in this prospectus supplement.

· Capitalized Interest Account.  The administrator will establish and maintain a capitalized interest account as an asset of the trust in the name of the indenture trustee. The trust will make an initial deposit from the net proceeds of the sale of the notes into the capitalized interest account on the closing date. The deposit will be in cash or eligible investments equal to $[_________].

Funds in the capitalized interest account will be available to cover shortfalls in payments of primary servicing and administration fees, [payments due to any swap counterparty, other than any termination payments, pursuant to each swap agreement] and the class A noteholders’ interest distribution amount , in that order, after application of funds available in the collection account at the end of the related collection period but before application of the reserve account.

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Funds in the capitalized interest account will not be replenished.

Funds remaining on deposit in the capitalized interest account in excess of $[_________] on the _____ 20__ distribution date will be transferred to the collection account and included as a part of available funds on that distribution date. All funds remaining on deposit in the capitalized interest account on the _____ 20__ distribution date will be transferred to the collection account and included as a part of available funds on that distribution date.

The capitalized interest account further enhances the likelihood of timely interest payments to noteholders through the _____ 20__  distribution date.

· Floor Income Rebate Account.  The administrator will establish and maintain a floor income rebate account as an asset of the trust in the name of the indenture trustee.  On or before each [monthly allocation] [distribution] date, the administrator will instruct the indenture trustee to transfer from the collection account to the floor income rebate account the monthly accrual of interest paid by borrowers on trust student loans originated on or after April 1, 2006 that exceeds the special allowance support levels applicable to such trust student loans, which we refer to in this prospectus supplement as “floor income.”  These deposited amounts will be used to offset the amount of floor income, if any, that is expected to be netted by the Department of Education against the interest subsidy payments and/or special allowance payments otherwise due to the trust for that collection period.  Once the Department of Education has netted all payments which currently occurs on a quarterly basis, on the next succeeding distribution date all sums on deposit in the floor income rebate account during the previous collection period will be withdrawn and included in available funds on such date.

ADMINISTRATION OF THE TRUST

Distributions

Sallie Mae, Inc., as administrator, will instruct the indenture trustee to withdraw funds on deposit in (i) the collection account, (ii) to the extent available, floor income rebate account and, (iii) to the extent required, the reserve account and the capitalized interest account on each [monthly allocation date and/or] distribution date[, as applicable].  Available funds will be applied on each applicable distribution date generally as shown in the chart on the following page of this prospectus supplement.

See “Description of the Notes—Distributions” in this prospectus supplement for a more detailed description of distributions. The class A noteholders’ principal distribution amount, as shown in the chart on the following page, will be distributed as described under “Description of the Notes —Distributions” in this prospectus supplement.

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Transfer of the Assets to the Trust

Under a sale agreement, the depositor will sell the initial trust student loans to the trust.  Additional trust student loans, if any, will be sold by the depositor to the trust under additional sale agreements, each of which will be executed pursuant to the terms of the original sale agreement.  The eligible lender trustee will hold legal title to the trust student loans on behalf of the trust.

If the depositor breaches a representation under the initial sale agreement regarding an initial trust student loan or an additional sale agreement regarding an additional trust student loan, generally the depositor will have to cure the breach, repurchase or replace that trust student loan or reimburse the trust for losses resulting from the breach.

Each seller will have similar obligations under the purchase agreements.  See “Transfer and Servicing Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in the base prospectus.

Servicing of the Assets

Under a servicing agreement, Sallie Mae, Inc., as servicer, will be responsible for servicing, maintaining custody of and making collections on the trust student loans.  [Under a subservicing agreement between the servicer and [______________], as subservicer,]  the servicer will oversee the subservicer’s performance of its servicing obligations with respect to the trust student loans.]  The servicer [subservicer-] will also bill and collect payments from the guaranty agencies and the Department of Education.  [The subservicer may resign at any time upon 180 days written notice.  In the event that the subservicer resigns, the servicer will either appoint a new subservicer or will take over servicing of the trust student loans.]  See “Servicing and Administration—Servicing Procedures” and “—Administration Agreement” in the base prospectus.  Under some circumstances, the servicer may transfer its obligations as servicer.  See “Servicing and Administration—Matters Regarding the Servicer” in the base prospectus.

If the servicer [subservicer] breaches a covenant under the [servicing] [subservicing] agreement regarding a trust student loan, generally, [the servicer will cause the subservicer] [it will have] to cure the breach, purchase the related trust student loan or reimburse the trust for losses resulting from such breach.  See “The Trust Student Loan Pool—Cure Period for Trust Student Loans ” in this prospectus supplement.

[The servicer shall remain obligated and be liable to the issuer, the eligible lender trustee, the indenture trustee and the noteholders for the servicing and administration of the trust student loans in accordance with the provisions of the servicing agreement without diminution of such obligation and liability by virtue of the appointment of the subservicer and to the same extent and under the same terms and conditions as if the servicer alone were servicing and administering the trust student loans.]

[Not all transactions will have a subservicer.  Disclosure regarding each specific subservicer will be included in the applicable prospectus supplement.]

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Compensation of the Servicer

The servicer will receive two separate fees: a primary servicing fee and a carryover servicing fee.

The primary servicing fee for any month is equal to 1/12 of an amount not to exceed 0.50% of the aggregate outstanding principal balance of the trust student loans, calculated as of the closing date or the first day of the preceding calendar month, as the case may be.

[The servicing agreement provides that the servicer may annually increase its fees by an amount equal to the percentage increase in the U.S. Department of Labor’s Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average for the most recent twelve-month period available at the time of each such annual adjustment; provided, that such increase shall not be less than 3% per annum.]

The primary servicing fee will be payable in arrears out of available funds and amounts on deposit in the collection account, the capitalized interest account and the reserve account on each [monthly allocation date or] distribution date[, as applicable,] beginning in _____ 20__.  Primary servicing fees due and payable to the servicer will include amounts from any prior [monthly allocation dates or] distribution dates[, as applicable,] that remain unpaid.

The carryover servicing fee will be payable to the servicer on each distribution date out of available funds.

The carryover servicing fee is equal to the sum of:

· the amount of specified increases in the costs incurred by the servicer;

· the amount of specified conversion, transfer and removal fees;

· any amounts described in the first two bullets that remain unpaid from prior [monthly allocation dates or] distribution dates[, as applicable]; and

· interest on any unpaid amounts.

[All amounts due and owed to the subservicer under the subservicing agreement will be paid by the servicer and will not be obligations of the trust.]

See “Description of the Notes—Servicing Compensation” in this prospectus supplement.

TERMINATION OF THE TRUST

The trust will terminate upon:

· the maturity or other liquidation of the last trust student loan and the disposition of any amount received upon its liquidation; and

· the payment of all amounts required to be paid to the noteholders.

See “The Student Loan Pools—Termination” in the base prospectus.

Optional Purchase

The servicer may purchase or arrange for the purchase of all remaining trust student loans on any distribution date on or after the first distribution date on which the pool balance is 10% or less of the initial pool balance.

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The exercise of this purchase option will result in the early retirement of the remaining notes.  The purchase price will equal the amount required to prepay in full, including all accrued and unpaid interest, the remaining trust student loans as of the end of the preceding collection period, but not less than a prescribed minimum purchase amount.

This prescribed minimum purchase amount is the amount that would be sufficient to:

· pay to noteholders the interest payable on the related distribution date;

· [pay any amounts that would be due and owing to a swap counterparty if the related swap agreement were terminated at such time;] and

· reduce the outstanding principal balance of each class of notes then outstanding on the related distribution date to zero.

See “The Student Loan Pools—Termination” in the base prospectus.

In addition to the optional purchase right described above, the servicer will also have an option, but not the obligation, to purchase any trust student loan on any date; provided that the servicer may not purchase trust student loans if the cumulative aggregate principal balance of all trust student loans so purchased, including the principal balance of any trust student loans to be purchased on such date, exceeds 2% of the initial pool balance.  The purchase price for any trust student loans purchased by the servicer using this option will be equal to the outstanding principal balance of such trust student loans plus accrued and unpaid interest through the date of purchase.

Auction of Trust Assets

The indenture trustee may, and at the written direction of either the administrator or noteholders holding a majority of the outstanding principal balance of all the notes will, either itself or through an agent, offer for sale all remaining trust student loans at the end of the first collection period when the pool balance is 10% or less of the initial pool balance.

If such an auction takes place, the trust auction date will be the third business day before the related distribution date.  An auction may be consummated only if the servicer has first waived its optional right to purchase all of the remaining trust student loans as described above.  The servicer will waive its option to purchase all of the remaining trust student loans if it fails to notify the eligible lender trustee and the indenture trustee or its agent, in writing, that it intends to exercise its purchase option before the indenture trustee accepts a bid to purchase the trust student loans. The depositor and its affiliates, including SLM ECFC and the servicer, and unrelated third parties may offer bids to purchase the trust student loans. The depositor or any affiliate may not submit a bid representing greater than fair market value of the trust student loans.

If an auction is conducted and at least two bids are received, the indenture trustee or its agent will solicit and re-solicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids.  The indenture trustee or its agent will accept the highest remaining bid if it equals or exceeds the higher of:

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· the minimum purchase amount described under “—Optional Purchase” above (plus any amounts owed to the servicer as carryover servicing fees); or

· the fair market value of the trust student loans as of the end of the related collection period.

If at least two bids are not received or the highest bid after the re-solicitation process does not equal or exceed the minimum purchase amount described above, the indenture trustee will not complete the sale.  The indenture trustee or its agent may, and at the direction and at the sole cost and expense of the depositor will be required to, consult with a financial advisor, which may include an underwriter of the notes or the administrator, to determine if the fair market value of the trust student loans has been offered.  See “The Student Loan Pools—Termination” in the base prospectus.

The net proceeds of any auction sale will be used to retire any outstanding notes on the next distribution date.

If the sale is not completed, the indenture trustee or its agent may, and at the written direction of either the administrator or noteholders holding a majority of the outstanding principal balance of all the notes shall, solicit bids for sale of the trust student loans after future collection periods upon terms similar to those described above, including the servicer’s waiver of its option to purchase all of the remaining trust student loans.  The indenture trustee or its agent may or may not succeed in soliciting acceptable bids for the trust student loans either on the trust auction date or subsequently.

If the trust student loans are not sold on the earliest possible trust auction date as described above, on each subsequent distribution date, if the amount on deposit in the reserve account after giving effect to all withdrawals, except withdrawals payable to the depositor, exceeds the specified reserve account balance, the administrator will direct the indenture trustee to distribute the amount of the excess as accelerated payments of note principal.

See “The Student Loan Pools—Termination” in the base prospectus.

[SWAP AGREEMENT[S]]

[Not all transactions will include a swap agreement.  If applicable, the swap counterparty [or counterparties] will be identified in the prospectus supplement and applicable disclosure regarding each swap counterparty’s name, organizational form, the general character of such swap counterparty’s business and any required financial disclosure (depending on the applicable Significance Percentage) will be included.  Disclosure regarding a transaction that would include one or more LIBOR-fixed rate swap agreements (based on the outstanding balance of the applicable class of notes) has been incorporated into this form of prospectus supplement.]

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The trust will enter into [an] [one or more] interest rate swap agreement[s] as of the closing date with [______] and [______], to hedge the basis risk that results from the payment of a fixed rate of interest to the class A-2 noteholders.

Under each interest rate swap agreement, the swap counterparty will pay to the trust, on or before the third business day preceding each distribution date, the fixed rate of interest for the class A-2 notes.

For each distribution date, the trust will pay to each swap counterparty from the collection account and, if necessary, the capitalized interest account and the reserve account, prior to interest payments on the notes, an amount based upon [____]-month LIBOR, determined in the same manner as applies to the notes.

Each interest rate swap agreement will terminate on the earliest to occur of: (i) the distribution date on which the outstanding principal balance of class A-2 notes is reduced to zero; or (ii) the maturity date of the class A-2 notes.

See “Swap Agreement[s]” in this prospectus supplement.]

[REVOLVING PERIOD]

[In the event that notes offered under this prospectus supplement include a revolving period, we will disclose the information required by Item 1103(a)(5)(i), (iii), (iv), (v), and (vi) of Regulation AB, as well as the information required by Item 1111(g) of Regulation AB, as applicable.]

[PREFUNDING PERIOD]

[In the event that notes offered under this prospectus supplement include a prefunding period, we will disclose the information required by Item 1103(a)(5)(i), (ii), (iv), (v), and (vi) of Regulation AB, as well as the information required by Item 1111(g) of Regulation AB, as applicable.]

EXCESS DISTRIBUTION CERTIFICATEHOLDER

Under the trust agreement, the trust will also issue an excess distribution certificate to the depositor.  This excess distribution certificate will represent the ownership of the residual interest in the trust.  The depositor intends to transfer the excess distribution certificate to SLM ECFC.  At any time thereafter, SLM ECFC may transfer ownership of the excess distribution certificate to another affiliate of SLM Corporation and/or it may be sold to an unaffiliated third party.

Distributions on the Excess Distribution Certificate.  The excess distribution certificate will not bear interest and will not have a principal balance.  In general, distributions on the excess distribution certificate will be made only after all of the notes have received all amounts due on a distribution date.  See “—Principal Distributions” above and “Description of the Notes—Distributions” in this prospectus supplement.

POOL ASSET REVIEW

In connection with the offering of the notes, the sponsor and the depositor have performed a review of the trust student loans and the disclosure regarding the trust student loans that is required to be included in this prospectus supplement and the base prospectus by Item 1111 of Regulation AB (which disclosure we refer to herein as “Rule 193 information”).  Designed and effectuated to provide the depositor with reasonable assurance that the Rule 193 information is accurate in all material respects, this review covered the sponsor’s and its relevant affiliates’

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underwriting and servicing guidelines, and the eligibility and characteristics of the trust student loans, as well as the disclosure in this prospectus supplement and the base prospectus describing such underwriting and servicing guidelines and the eligibility and characteristics of the trust student loans.  In connection with this pool asset review, the sponsor and the depositor also reviewed the internal controls and FFELP compliance processes that support the sponsor’s and its relevant affiliates’ underwriting and servicing and the selection of trust student loans.

Portions of the reviews described below were performed with the assistance of third parties engaged by the sponsor and the depositor.  The sponsor and the depositor determined the nature, extent and timing of the reviews and the sufficiency of the assistance provided by the third parties for purposes of its reviews.  The depositor has ultimate authority and control over, and assumes all responsibility for, the reviews and the findings and conclusions of the reviews.  The depositor hereby attributes all findings and conclusions of such reviews to itself.

After undertaking the reviews described above, the depositor has found and concluded that it has reasonable assurance that the Rule 193 information in this prospectus supplement and the base prospectus is accurate in all material respects.

See “Pool Asset Review” in this prospectus supplement for more information.

TAX CONSIDERATIONS

Subject to important considerations described in the base prospectus:

· In the opinion of federal tax counsel for the trust, the notes will be characterized as debt for federal income tax purposes.

· In the opinion of federal tax counsel for the trust, the trust will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes.

· In the opinion of Delaware tax counsel for the trust, the same characterizations would apply for Delaware state income tax purposes as for federal income tax purposes and noteholders who are not otherwise subject to Delaware taxation on income will not become subject to Delaware tax as a result of their ownership of notes.

See “U.S. Federal Income Tax Consequences” in this prospectus supplement and in the base prospectus.

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ERISA CONSIDERATIONS

Subject to important considerations and conditions described in this prospectus supplement and the base prospectus, the notes may, in general, be purchased by or on behalf of an employee benefit plan or other retirement arrangement, including an insurance company general account, only if:

· an exemption from the prohibited transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code of 1986, as amended, applies, so that the purchase or holding of the notes [and the trust’s entering into each interest rate swap agreement will not result in a non-exempt prohibited transaction;] and

· the purchase or holding of the notes [and the trust’s entering into each interest rate swap agreement] will not cause a non-exempt violation of any substantially similar federal, state, local or foreign laws.

Each fiduciary who purchases a note will be deemed to represent that an exemption exists and applies to it and that no non-exempt violations of any substantially similar laws will occur.

See “ERISA Considerations” in this prospectus supplement and the base prospectus for additional information concerning the application of ERISA.

[RATINGS OF THE NOTES]

[NOTE INFORMATION REGARDING THE RATINGS OF THE NOTES MAY INSTEAD BE FILED AS PART OF A SEPARATE FREE-WRITING PROSPECTUS.]

[The sponsor expects that the notes will receive credit ratings from two rating agencies.

A rating addresses only the likelihood of the timely payment of stated interest and the payment of principal at final maturity, and does not address the timing or likelihood of principal distributions prior to final maturity.  See “Ratings of the Notes” in this prospectus supplement.]

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LISTING INFORMATION

[The notes will not be listed on any exchange.]  [or]  [Application has been made for the notes to be listed on the Official List of the Luxembourg Stock Exchange and to be traded on the Luxembourg Stock Exchange’s Euro MTF Market.  We cannot assure you that the application will be granted.  You should consult with [______________], the Luxembourg listing agent for the notes, to determine their status.  You can contact the listing agent at 2 Boulevard Konrad Adenauer L-1115, Luxembourg. So long as the notes are listed on the Luxembourg Stock Exchange, and its rules so require, notices relating to the notes, including if the spread to month LIBOR applicable to the notes is changed or if the notes are delisted, will be published in a leading newspaper having general circulation in Luxembourg, which is expected to be Luxemburger Wort and/or on the Luxembourg Stock Exchange’s website at: http://www.bourse.lu.]

The notes have been accepted for clearing and settlement through Clearstream, Luxembourg and Euroclear.

RISK FACTORS

Some of the factors you should consider before making an investment in the notes are described in this prospectus supplement and in the base prospectus under “Risk Factors.”

IDENTIFICATION NUMBERS

The notes will have the following CUSIP Number, ISIN and European Common Code:

CUSIP Numbers:

· Class A-1 Notes:

· Class A-2 Notes:

· Class B Notes:

International Securities Identification Numbers (ISIN):

· Class A-1 Notes:

· Class A-2 Notes:

· Class B Notes:

European Common Codes:

· Class A-1 Notes:

· Class A-2 Notes:

· Class B Notes:

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RISK FACTORS

You should carefully consider the following factors in order to understand the structure and characteristics of the notes and the potential merits and risks of an investment in the notes.  Potential investors must review and be familiar with the following risk factors in deciding whether to purchase any note.  The base prospectus describes additional risk factors that you should also consider beginning on page [__] of the base prospectus.  These risk factors could affect your investment in or return on the notes.

Federal Financial Regulatory Legislation Could Have An Adverse Effect On SLM Corporation, The Sponsor, The Servicer, The Depositor, The Sellers And The Trust, Which Could Result In Losses Or Delays In Payments On Your Notes	On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) to reform and strengthen supervision of the U.S. financial services industry.  The Dodd-Frank Act represents a comprehensive change to existing laws, imposing significant new regulation on almost every aspect of the U.S. financial services industry.
	The Dodd-Frank Act will result in significant new regulation in key areas of the business of SLM Corporation, the parent of the sponsor, the sponsor and their affiliates and the markets in which SLM Corporation, the sponsor and their affiliates operate.  Pursuant to the Dodd-Frank Act, SLM Corporation and many of its subsidiaries will be subject to regulations promulgated by the Consumer Financial Protection Bureau (the “CFPB”).  The CFPB will have substantial power to define the rights of consumers and the responsibilities of lending institutions, including SLM Corporation’s private education lending and retail banking businesses.  The CFPB began exercising its authority on July 21, 2011.
	Most of the component parts of the Dodd-Frank Act will be subject to intensive rulemaking and public comment over the coming months and none of SLM Corporation, the sponsor or their affiliates can predict the ultimate effect the Dodd-Frank Act or required examinations of the private education loan market could have on their operations at this time.  It is likely, however, that operational expenses will increase if new or additional compliance requirements are imposed on their operations and their competitiveness could be significantly affected if they are subjected to supervision and regulatory standards not otherwise applicable to their competitors.

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The Dodd-Frank Act also creates a liquidation framework for the resolution of bank holding companies and other non-bank financial companies determined to be “covered financial companies.”  Under that liquidation framework, it is possible that the Federal Deposit Insurance Corporation (the “FDIC”) could be appointed receiver of SLM Corporation, the sponsor or any of their affiliates under the Orderly Liquidation Authority (“OLA”) provisions of the Dodd-Frank Act.  If that occurred, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt. The sponsor has structured the transfers of the student loans to the depositor and the trust as a valid and perfected sale under applicable state law and under the United States Bankruptcy Code to mitigate the risk of the recharacterization of the sale as a security interest to secure debt of the sponsor.  Any attempt by the FDIC to repudiate the transfer of student loans or to recharacterize the securitization transaction as a secured loan (which the FDIC could then repudiate) could cause delays in payments or losses on the notes.  In addition, if the trust were to become subject to the OLA, the FDIC could repudiate the debt of the trust with the result that the noteholders would have a secured claim in the receivership of the trust. Also, if the trust were subject to OLA, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed.  As a result of any of these events, delays in payments on the notes and reductions in the amount of those payments could occur.  See “Certain Legal Aspects of the Student Loans—Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions—FDIC’s Repudiation Power Under the OLA” in the accompanying base prospectus.

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	In addition, and also assuming that the FDIC were appointed receiver of SLM Corporation, the sponsor or any of their affiliates under the OLA, the FDIC could avoid transfers of receivables that are deemed “preferential.” Under one potential interpretation of the OLA, the FDIC could avoid a seller’s or issuing entity’stransfer of certain receivables to the depositor perfected merely upon their transfer (in the case of a sale) or by the filing of a Uniform Commercial Code (“UCC”) financing statement (in the case of a pledge by the issuing entity). If the transfer were avoided as a preference under the OLA, noteholders would have only an unsecured claim in the receivership for the purchase price of the receivables.  On July 15, 2011, the FDIC Board of Directors published a final rule which, among other things, states that the FDIC is interpreting the OLA’s provisions regarding the treatment of preferential transfers in a manner comparable to the relevant provisions of the United States Bankruptcy Code so that transferees will have the same treatment under the OLA as they would have in a bankruptcy proceeding.  If a court were to conclude, however, that this FDIC rule is not consistent with the statute, then if a transfer were avoided as a preference under the OLA, noteholders would have only an unsecured claim in the receivership for the purchase price of the receivables.  See “Certain Legal Aspects of the Student Loans—Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions—FDIC’s Avoidance Power Under the OLA” in the accompanying base prospectus.
The Notes Are Not Suitable Investments For All Investors	The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, and tax consequences of an investment, as well as the interaction of these factors.
Subordination Of The Class B Notes And Sequential Payment Of The Notes Result In A Greater Risk Of Loss	Holders of class B notes and, to a lesser extent, holders of class A-2 notes, bear a greater risk of loss than do holders of class A-1 notes because:

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	distributions of principal of any class A-2 notes will be made only after the class A-1 notes have been paid in full; and
	distributions of interest on the class B notes will be subordinate to the payment of interest and, to the extent described in this prospectus supplement under “Description of the Notes—The Notes—The Class B Notes—Subordination of the Class B Notes”, payments of principal of the class A notes.  Distributions of principal of the class B notes will be subordinate to the payment of both interest on and principal of the class A notes; and
	no principal will be paid to the class B noteholders until all principal due to the class A noteholders has been paid in full.
Investors In The Class B Notes Bear Greater Risk Of Loss Because The Priority Of Payment Of Interest And The Timing Of Principal Payments On The Class B Notes May Change Due To The Variability Of Cashflows	Interest on the class B notes generally will be paid prior to principal of the class A notes. However, if after giving effect to all required distributions of principal of and interest on the notes on any distribution date, the aggregate outstanding principal balance of the trust student loans, including accrued interest thereon that is expected to be capitalized, and amounts then on deposit in the capitalized interest account (after any distributions of interest from that account) and in the reserve account in excess of the specified reserve account balance, would be less than the outstanding principal balance of the class A notes, interest on the class B notes will be subordinated to the payment of principal of the class A notes on that distribution date.
	Principal of the class B notes will not begin to be paid until the principal of the class A notes is paid in full.  Thus, investors in the class B notes will bear a greater risk of loss than the holders of class A notes.  Investors in the class B notes will also bear the risk of any adverse changes in the anticipated yield and weighted average life of their notes resulting from any variability in payments of principal of and/or interest on the class B notes.

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The yield to maturity on the class B notes may be more sensitive than the yields to maturity on the class A notes because of losses due to defaults on the trust student loans and the timing of those losses, to the extent the losses are not covered by any applicable credit enhancement.  The timing of receipt of principal of and interest on the class B notes may be adversely affected by the losses even if those notes do not ultimately bear such losses.

Certain Credit And Liquidity Enhancement Features Are Limited And If They Are Partially or Fully Depleted, There May Be Shortfalls In Distributions To Noteholders

Certain credit and liquidity enhancement features, including the reserve account and the capitalized interest account, are limited in amount.  In addition, the capitalized interest account will not be replenished, is available for a limited duration and will not be extended.  In certain circumstances, if there is a shortfall in available funds, such amounts may be partially or fully depleted.  This depletion could result in shortfalls and delays in distributions to noteholders.

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The Notes May Be Assigned Lower Ratings From Other NRSROs Than Those Assigned By The Rating Agencies     The sponsor, or an affiliate, will pay a fee to each of [__________] and [__________] (collectively, the “Rating Agencies”) to assign the initial credit ratings to the notes on or before the closing date.  The Securities and Exchange Commission (the “SEC”) has said that being paid by the sponsor, issuer or an underwriter to issue and/or maintain a credit rating on asset-backed securities creates a conflict of interest for rating agencies, and that this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to such rating agencies.   Under recently effective rules of the SEC, information conveyed to the Rating Agencies in connection with this transaction is required to be made available to other nationally recognized statistical rating organizations (“NRSROs”) within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended.  Any such NRSRO may use this information to issue whatever rating is, in its opinion, warranted.  NRSROs may have different methodologies, criteria, models and requirements, which may result in ratings that are lower than those assigned by the Rating Agencies.  Depending upon the level of the ratings assigned by one or more NRSROs, what NRSROs are involved, what their stated reasons are for assigning a lower rating, and other factors, if an NRSRO issues a lower rating, the liquidity, market value and regulatory characteristics of the particular class or classes of notes could be materially and adversely affected.  In addition, the mere possibility that such a rating could be issued may affect price levels in any secondary market that may develop.  

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A Lowering Of The Credit Rating Of The United States Of America May Adversely Affect The Market Value Of Your Notes	The credit rating of the United States has been downgraded by a NRSRO and may potentially be downgraded by other NRSRO’s in the future.  The impact of any such downgrade is not yet clear, and depending on the ratings assigned, the stated reasons for a lower rating and other factors, the liquidity, market value and regulatory characteristics of your notes could be materially and adversely affected.
The Characteristics Of The Trust Student Loans May Change	The statistical information in this prospectus supplement reflects only the characteristics of the initial trust student loans as of the statistical cutoff date. The initial trust student loans actually sold to the trust on the closing date will have characteristics that differ somewhat from the characteristics of the initial trust student loans, as of the statistical cutoff date, due to payments received on and other changes in these loans that occur during the period from the statistical cutoff date to the closing date. We do not expect the characteristics of the initial trust student loans actually sold to the trust on the closing date to differ materially from the characteristics of the initial trust student loans as of the statistical cutoff date.
	However, in making your investment decision, you should assume that the actual characteristics of the trust student loans will vary somewhat from the characteristics of the initial trust student loans presented in this prospectus supplement as of the statistical cutoff date.
	Further, certain characteristics of the final pool of trust student loans may vary from the characteristics of the initial pool of trust student loans described in this prospectus supplement due to the acquisition of additional trust student loans during the supplemental purchase period.  The only requirement limiting the purchase of additional trust student loans by the trust is that each such trust student loan must satisfy the eligibility criteria described under “The Trust Student Loan Pool” in this prospectus supplement at the time of its sale to the trust.

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[Your Notes Will Have Basis Risk And The Swap Agreement[s] Do Not Eliminate All Of This Basis Risk, Which Could Compromise The Trust’s Ability To Pay Principal And Interest On Your Notes

The trust will enter into [an] [one or more] interest rate swap agreement[s] with [______] and [______].  Each swap agreement is intended to mitigate the basis risk associated with the notes.  Basis risk is the risk that shortfalls might occur because, among other things, the interest rates of the trust student loans either adjust on the basis of certain indices or are fixed and the interest rates of the notes adjust on the basis of a different index or adjust on different dates than the trust student loans.  If a shortfall were to occur, the trust’s ability to pay principal and/or interest on your notes could be compromised.  See “Annex A—Characteristics of the Trust Student Loan Pool—Composition of the Trust Student Loans as of the Statistical Cutoff Date” which specifies the percentages of trust student loans that adjust based on the prime rate, the 91-day Treasury bill rate or LIBOR, or that bear a fixed rate, as applicable. The notional amount of each swap agreement will equal the aggregate principal balance of the prime rate-based trust student loans that are reset monthly, as determined periodically.  The notional amount of each swap agreement does not include the principal balances of the fixed rate-based, the T-bill rate-based or the other types of prime rate-based trust student loans. Consequently you must rely on other forms of credit enhancement, to the extent available, to mitigate that portion of the basis risk not covered by each swap agreement.

Each swap agreement is scheduled to terminate, by its terms, on the earliest to occur of: (i) the distribution date on which the outstanding principal balance of class A-2 notes is reduced to zero; or (ii) the maturity date of the class A-2 notes.  In addition, an early termination of a swap agreement may occur upon the occurrence of certain events.  See “Swap Agreement—Default Under the Swap Agreement” and “—Termination Events.”

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	Upon the early termination of a swap agreement, you cannot be certain that the trust will be able to enter into a substitute swap agreement.  In addition, the trust will not enter into any substitute swap agreement after the related swap agreement terminates on the earliest to occur of: (i) the distribution date on which the outstanding principal balance of class A-2 notes is reduced to zero; or (ii) the maturity date of the class A-2 notes.  In this event, there can be no assurance that the amount of credit enhancement will be sufficient to cover the basis risk associated with the notes.]
Any Inability Of The Trust To Acquire Additional Trust Student Loans Would Likely Cause You To Receive An Accelerated Principal Distribution	The trust intends to purchase additional trust student loans from the depositor during the supplemental purchase period.  The depositor will acquire these additional trust student loans from one or more of the sellers.
	While the sellers intend to use their best efforts to sell additional trust student loans to the depositor, no seller is required to sell additional trust student loans to the depositor and no assurance can be given that the sellers will have sufficient eligible student loans available to enable the trust to use all amounts on deposit in the supplemental purchase account.  If any such funds are not used by the trust to purchase additional trust student loans by the required time, such remaining amounts will become part of available funds on the next distribution date and may result in a full or partial principal payment to the notes.  This could shorten the weighted average life of your notes.  If your notes are prepaid, you will bear the risk that you may be unable to reinvest any principal prepayment at yields at least equal to the yield on your notes.
Certain Actions Can Be Taken Without Noteholder Approval	The transaction documents provide that certain actions may be taken based upon receipt by the indenture trustee of a confirmation from each of the rating agencies that the then-current ratings assigned by the rating agencies then rating the notes will not be downgraded or withdrawn by those actions.  In this event, such actions may be taken without the consent of noteholders.

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The Bankruptcy Of The Servicer [Or Subservicer] Could Delay The Appointment Of A Successor Servicer [Or Subservicer] Or Reduce Payments On Your Notes	In the event of default by the servicer [or subservicer] resulting solely from certain events of insolvency or the bankruptcy of the servicer [or subservicer], a court, conservator, receiver or liquidator may have the power to prevent either the servicer, indenture trustee or the noteholders, as applicable, from appointing a successor servicer [or prevent the servicer from appointing a successor subservicer or from servicing the trust student loans itself, as the case may be,] and delays in the collection of payments on the related trust student loans may occur.  Any delay in the collection of payments on the affected trust student loans may delay or reduce payments to noteholders.  In addition, in the event of an insolvency or a bankruptcy of the servicer, a court, conservator, receiver or liquidator may permit the servicer to assign its rights and obligations as servicer to a third party without complying with the provisions of the transaction documents.
The Trust May Be Affected By Delayed Payments From Borrowers Called To Active Military Service	The Higher Education Act, the Servicemembers Civil Relief Act and similar state and local laws provide payment relief to borrowers who enter active military service and to borrowers in reserve status who are called to active duty after the origination of their trust student loans.  Recent and ongoing military operations by the United States have increased the number of citizens who are in active military service, including persons in reserve status who have been called or may be called to active duty.
	The Servicemembers Civil Relief Act also limits the ability of a lender in the FFELP to take legal action against a borrower during the borrower’s period of active duty and, in some cases, during an additional three-month period thereafter.
	We do not know how many trust student loans have been or may be affected by the application of these laws.  As a result, there may be unanticipated delays in payment and losses on the trust student loans.

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[Timely Payments On Your Notes Relies In Part On The Servicing Ability Of The Subservicer]	[Although the servicer is obligated to cause the trust student loans to be serviced in accordance with the terms of the transaction documents, the timing of payments on the trust student loans will be directly affected by the ability of the subservicer to adequately service the trust student loans.  Maintenance of the guarantor’s guarantee obligations and the Department of Education’s reinsurance obligations with respect to the trust student loans is dependent on the subservicer’s compliance with federal regulations.  If the subservicer defaults on its obligations and is terminated, the timing of payments on the trust student loans will depend on the ability of the servicer to service the trust student loans or to find an alternative subservicer to service the trust student loans and you may suffer a delay in the timing of payments on your notes until any transfer of servicing is completed or effective.]
[The Use of a Subservicer May Make It More Difficult To Find A Successor Servicer]	[The servicer or any successor servicer may only terminate a subservicer for cause or by paying a deconversion fee.  Moreover, the successor servicer will be responsible for any breaches by the subservicer under the subservicing agreement.  As a result, if necessary, it may be more difficult to find a successor servicer due to the use of a subservicer.  Any delay in finding a successor servicer may cause the market value and liquidity of your notes to decline and cause you to suffer a loss on your investment.]
[Retention Of Some Or All Of The Class B Notes By The Depositor Or Its Affiliate May Reduce The Liquidity Of The Class B Notes]	[Some or all of the class B notes may be retained by the depositor or an affiliate of the depositor and, consequently, the market for the class B notes may be less liquid than would otherwise be the case.  In addition, if any of the retained class B notes are subsequently sold in the secondary market, demand and market price for any class B notes already in the market could be adversely affected.]

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Current Illiquid Market Conditions May Continue In The Future   Despite recent federal market interventions and programs, the current period of general market illiquidity may continue or even worsen and may adversely affect the secondary market for your notes. Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you may suffer a loss on your investment.  

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DEFINED TERMS

In later sections, we use a few terms that we define in the Glossary at the end of this prospectus supplement. These terms appear in bold face on their first use and in initial capital letters in all cases.

FORMATION OF THE TRUST

The Trust

SLM Student Loan Trust 20[__]-[__] is a statutory trust newly formed in accordance with Delaware law on ________ __, 20__, under a short-form trust agreement dated as of the same date.  The short-form trust agreement will be amended on the closing date pursuant to an amended and restated trust agreement to be dated as of the closing date among the depositor, the eligible lender trustee, the Delaware trustee and the indenture trustee.  We refer to the short-form trust agreement and the amended and restated trust agreement together as the “trust agreement.”

After its formation, the trust will not engage in any activity other than:

· acquiring, holding and managing the trust student loans and holding the other assets of the trust and related proceeds;

· issuing the notes;

· making payments on the notes;

· [entering into each swap agreement and making the required payments set forth therein;]

· entering into any potential future interest rate cap agreement at the direction of the administrator from time to time and making the payments, including any upfront payments, required thereunder; and

· engaging in other activities that are necessary, suitable or convenient to accomplish, or are incidental to, the foregoing.

The trust was initially capitalized with nominal equity of $100, excluding any amounts to be deposited by the trust into the reserve account, the capitalized interest account, the supplemental purchase account and the collection account. The depositor will use the net proceeds from the sale of the notes to pay to the trust the amounts to be deposited by the trust into the reserve account, the capitalized interest account, the supplemental purchase account and the collection account.  The trust will purchase the initial trust student loans from the depositor under a sale agreement to be dated as of the closing date, among the depositor, the trust and the eligible lender trustee.  The trust will purchase any additional trust student loans under one or more additional sale agreements to be entered into with the depositor pursuant to the terms of the initial sale agreement.  On

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the closing date, the depositor will use the net proceeds it receives from the sale of the initial trust student loans to the trust to pay the sellers the respective purchase prices for the initial trust student loans acquired from them under the purchase agreements.  Additional trust student loans may be purchased by the depositor from any of the sellers during the supplemental purchase period only to the extent there are sufficient funds on deposit in the supplemental purchase account.

The property of the trust will consist of:

· the pool of trust student loans, legal title to which is held by the eligible lender trustee on behalf of the trust;

· all funds collected on the trust student loans, including any special allowance payments and interest subsidy payments, on or after the applicable cutoff date;

· all moneys and investments from time to time on deposit in the Trust Accounts;

· [its rights under each swap agreement and the related documents;]

· its rights under any interest rate cap agreement entered into from time to time and the related documents;

· its rights under the transfer and servicing agreements, including the right to require the applicable seller, the depositor or the servicer to repurchase or purchase, as applicable, trust student loans from it or to substitute student loans under certain conditions; and

· its rights under the guarantee agreements with guarantors.

The sections “Transfer and Servicing Agreements,” “Servicing and Administration” and “The Notes” in the base prospectus contain descriptions of the material provisions of the transaction documents.

The notes will be secured by the property of the trust.  The Trust Accounts will be established and maintained in the name of the indenture trustee for the benefit of the noteholders.  To facilitate servicing and to minimize administrative burden and expense, the servicer will [appoint the subservicer] [act] as custodian of the promissory notes representing the trust student loans and other related documents.

The trust’s principal offices are in [______________], in care of [______________], as eligible lender trustee, at its address shown below.

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Capitalization of the Trust

The following table illustrates the capitalization of the trust as of the closing date, as if the issuance and sale of the securities had taken place on that date:

Floating Rate Class A-1 Student Loan-Backed Notes	$
Fixed Rate Class A-2 Student Loan-Backed Notes	$
Floating Rate Class B Student Loan-Backed Notes
Equity		100
Total	$

Repurchase Requests

The transfer and servicing agreements for prior pools of student loans that were securitized by the depositor and its relevant affiliated securitizers contain certain covenants requiring the repurchase of a student loan from the related issuing entity for the uncured breach of a related representation or warranty in each case where such breach materially and adversely affects the interests of the related trust in that student loan.  In the past year, neither the depositor nor any of its affiliated securitizers has received a demand to repurchase any student loan, as reportable on SEC Form ABS-15G, underlying a securitization of FFELP student loans for which it has acted as depositor.  The depositor, as securitizer covering all of its affiliated securitizers, is responsible for disclosure of all fulfilled and unfulfilled repurchase requests for FFELP student loans on SEC Form ABS-15G.  The depositor filed its most recent Form ABS-15G, on behalf of itself and its affiliated securitizers, with the SEC on ________, 20__.  The depositor’s CIK number is ___________.  Additional information regarding the depositor may be found under “Formation of the Issuing Entities—The Depositor” in the base prospectus and additional information regarding its repurchase obligations may be found under “Transfer and Servicing Agreements—Sale of Student Loans to the Trust; Representations and Warranties of the Depositor” in the base prospectus.

Depositor

The depositor is SLM Funding LLC, which is a Delaware limited liability company and a wholly-owned subsidiary of SLM Education Credit Finance Corporation, which we refer to as SLM ECFC.  The depositor was formed on December 31, 2002.  SLM ECFC is the sole member of the depositor.

Eligible Lender Trustee

The eligible lender trustee is [______________].  It maintains a trust address at [______________].  [______________] has been, and currently is, serving as eligible lender trustee [or indenture trustee] for numerous securitization transactions and programs involving pools of student loan receivables.  [______________] is one of the largest corporate trust providers of trust services in securitization transactions.

[______________] has provided the information in the immediately prior paragraph.  Other than the immediately prior paragraph, [______________] has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus supplement or the base prospectus.

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The eligible lender trustee will acquire on behalf of the trust legal title to all the initial trust student loans purchased on the closing date and any additional trust student loans acquired during the supplemental purchase period.  The eligible lender trustee, on behalf of the trust, has entered into separate guarantee agreements with the guaranty agencies described in this prospectus supplement with respect to the trust student loans.  The eligible lender trustee qualifies as an eligible lender and the holder of the trust student loans for all purposes under the Higher Education Act and the guarantee agreements.  Failure of the trust student loans to be owned by an eligible lender would result in the loss of guarantor and Department of Education payments on the trust student loans.  See “Appendix A—Federal Family Education Loan Program—Eligible Lenders, Students and Educational Institutions” in the base prospectus.

The eligible lender trustee will act on behalf of the excess distribution certificateholder and represent and exercise the rights and interests of the excess distribution certificateholder under the trust agreement.  Except as specifically delegated to the administrator in the administration agreement, the eligible lender trustee will also execute and deliver all agreements required to be entered into on behalf of the trust.

The liability of the eligible lender trustee in connection with the issuance and sale of the notes will consist solely of the express obligations specified in the trust agreement and sale agreement.  The eligible lender trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence.  The eligible lender trustee will be entitled to be indemnified by the administrator for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the indenture and the other transaction documents.  See “Description of the Notes” in this prospectus supplement and “Transfer and Servicing Agreements” in the base prospectus.  Affiliates of the depositor maintain banking relations with the eligible lender trustee.

The eligible lender trustee may resign at any time. The administrator may also remove the eligible lender trustee if it becomes insolvent or ceases to be eligible to continue as eligible lender trustee.  In the event of such a resignation or removal, the administrator will appoint a successor.  The resignation or removal of the eligible lender trustee and the appointment of a successor will become effective only when a successor accepts its appointment.  To the extent expenses incurred in connection with the replacement of the eligible lender trustee are not paid by the successor eligible lender trustee, the depositor will be responsible for the payment of such expenses.

Delaware Trustee

[______________] will be the Delaware trustee under the trust agreement.  The Delaware trustee will act in the capacities required for a Delaware trustee under the Delaware Statutory Trust Act.  [______________] is a [Delaware banking corporation] with its principal place of business located at [______________].  [______________] has and is currently serving as Delaware trustee for numerous securitization transactions and programs involving pools of student loan receivables.

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[______________] has provided the information in the prior paragraph for purposes of complying with Regulation AB.  Other than the prior paragraph, [______________] has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus supplement or the base prospectus.

The liability of the Delaware trustee in connection with the issuance and sale of the notes will consist solely of the express obligations specified in the trust agreement.  The Delaware trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence.  The Delaware trustee will be entitled to be indemnified by the administrator (at the direction of the depositor) for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the trust agreement.  See “Description of the Notes” in this prospectus supplement and “Transfer and Servicing Agreements” in the base prospectus.  The depositor and its affiliates maintain banking relations with the Delaware trustee and/or its affiliates.

The Delaware trustee may resign at any time.  The administrator may also remove the Delaware trustee if it becomes insolvent or ceases to be eligible to continue as Delaware trustee.  In the event of such a resignation or removal, the administrator will appoint a successor.  The resignation or removal of the Delaware trustee and the appointment of a successor will become effective only when a successor accepts its appointment.  To the extent expenses incurred in connection with the replacement of the Delaware trustee are not paid by the successor Delaware trustee, the depositor will be responsible for the payment of such expenses.

Indenture Trustee

The trust will issue the notes under an indenture to be dated as of the closing date.  Under the indenture, [______________] will act as indenture trustee for the benefit of and to protect the interests of the noteholders and will act as paying agent for the notes.  [______________] is the indenture trustee.  Its address is [______________].  [______________] has acted as trustee on numerous asset-backed securities transactions involving pools of student loans, including as of ________ __, 20__, approximately [___]previous asset-backed securities transactions involving federally-insured student loans that were sponsored by Sallie Mae.

Affiliates of the depositor maintain customary banking relations on arms-length terms with the indenture trustee.

The indenture trustee will act on behalf of the noteholders and represent their interests in the exercise of their rights under the indenture.

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To the extent expenses incurred in connection with the replacement of an indenture trustee are not paid by the indenture trustee that is being replaced, the depositor will be responsible for the payment of such expenses.

The indenture trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence.  The indenture trustee will be entitled to be indemnified by the administrator (at the direction of the trust) for any loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the performance of its duties under the indenture and the other transaction documents.  Upon the occurrence of an event of default, and in the event the administrator fails to reimburse the indenture trustee, the indenture trustee will be entitled to receive all such amounts owed from cashflow on the trust student loans prior to any amounts being distributed to the noteholders.

[The Subservicer]

[We obtained the information in this section from the subservicer.  None of the depositor, the sellers or the underwriters has audited or independently verified this information for accuracy or completeness.

General.  [______________] will act as subservicer for the trust.  [Not all transactions will have a subservicer.  Disclosure regarding a particular subservicer and its prior experience will be provided by such subservicer and included in the applicable prospectus supplement.]

USE OF PROCEEDS

The trust will purchase the initial trust student loans from the depositor under the initial sale agreement in exchange for the issuance of the notes and the issuance of the excess distribution certificate to the depositor.

The depositor will use the net proceeds from the sale of the notes to the underwriters to pay to the trust the initial deposits to the collection account, the capitalized interest account, the supplemental purchase account and the reserve account.

The depositor will then use the proceeds paid to the depositor by the underwriters to pay to the sellers the respective purchase prices due to those sellers for the initial trust student loans purchased by the depositor.

Expenses incurred to establish the trust and issue the notes (other than fees that are due to the underwriters) are payable by the depositor.  Expenses to be paid by the depositor are estimated to be $[________].

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THE TRUST STUDENT LOAN POOL

General

The eligible lender trustee, on behalf of the trust, will purchase the pool of initial trust student loans from the depositor on the closing date, and the trust will be entitled to collections on and proceeds of the initial trust student loans on and after that date.

Eligible Trust Student Loans

The initial trust student loans were selected from the portfolio of student loans owned by one or more of SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding and [_____] (each, a “seller”) or their affiliates by employing several criteria, including requirements that each trust student loan as of the statistical cutoff date (and with respect to each additional trust student loan, as of its related subsequent cutoff date, to be specified at the time of its sale to the trust):

· is a [consolidation loan made under the FFELP] [FFELP loan] that is guaranteed as to at least (1) 100% with respect to trust student loans with an initial date of disbursement prior to October 1, 1993, (2) 98% with respect to trust student loans with an initial date of disbursement prior to July 1, 2006 and on or after October 1, 1993 or (3) 97% with respect to trust student loans with an initial date of disbursement on or after July 1, 2006, of its principal and interest by a guaranty agency under a guarantee agreement and the guaranty agency is, in turn, reinsured by the Department of Education in accordance with the FFELP under a guarantee agreement;

· contains terms in accordance with those required by the FFELP, the guarantee agreements and other applicable requirements;

· is fully disbursed;

· is not more than [___] days past due;

· [is serviced by [subservicer]];

· does not have a borrower who is noted in the related records of the servicer [subservicer] as being currently involved in a bankruptcy proceeding; and

· has special allowance payments, if any, based on the three-month commercial paper rate, the 91-day Treasury bill rate or [___]-month LIBOR.

Each additional trust student loan will be selected from portfolios of student loans owned by one of the sellers or an affiliate by employing the criteria listed above (as of the related subsequent cutoff date).

No trust student loan as of the applicable cutoff date was or will be subject to any prior obligation to sell that loan to a third party.

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The depositor expects that any additional trust student loans, acquired by the trust following the closing date and prior to the end of the supplemental purchase period will have been sold to the depositor by a seller or one of their affiliates, and such student loans will be owned by a seller, and will be student loans that are eligible to be sold to the trust.  Concurrently with the acquisition of any eligible student loans from a seller, the depositor will sell those loans directly to the trust.  During the supplemental purchase period, the purchase of eligible student loans by the depositor and in turn by the trust will be funded by means of a transfer of amounts on deposit in the supplemental purchase account, as described in this prospectus supplement.

Additional Sellers

Bluemont Funding LLC.  Bluemont Funding LLC is a Delaware limited liability company whose sole member is SLM Education Credit Finance Corporation.  We sometimes refer to Bluemont Funding LLC as Bluemont Funding.  Bluemont Funding was formed on January 17, 2008.  Bluemont Funding is a limited purpose, bankruptcy-remote entity formed to purchase education loans, whether originated under the FFELP or other private credit student loan programs, for re-sale in various securitization transactions.  Sallie Mae, Inc. [master] services all loans owned by Bluemont Funding that may be sold to the trust.  [______________], acts as interim eligible lender trustee on behalf of Bluemont Funding.

Town Center Funding LLC.  Town Center Funding LLC is a Delaware limited liability company whose sole member is SLM Education Credit Finance Corporation.  We sometimes refer to Town Center Funding LLC as Town Center Funding.  Town Center Funding was formed on January 17, 2008.  Town Center Funding is a limited purpose, bankruptcy-remote entity formed to purchase education loans, whether originated under the FFELP or other private credit student loan programs, for re-sale in various securitization transactions.  Sallie Mae, Inc. [master] services all loans owned by Town Center Funding that may be sold to the trust.  [______________], acts as interim eligible lender trustee on behalf of Town Center Funding.

Town Hall Funding LLC.  Town Hall Funding LLC is a Delaware limited liability company whose sole member is SLM Education Credit Finance Corporation.  We sometimes refer to Town Hall Funding LLC as Town Hall Funding.  Town Hall Funding was formed on January 17, 2008.  Town Hall Funding is a limited purpose, bankruptcy-remote entity formed to purchase education loans, whether originated under the FFELP or other private credit student loan programs, for re-sale in various securitization transactions.  Sallie Mae, Inc. [master] services all loans owned by Town Hall Funding that may be sold to the trust.  [______________], acts as interim eligible lender trustee on behalf of Town Hall Funding.

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VL Funding LLC.  VL Funding LLC is a Delaware limited liability company whose sole member is SLM ECFC.  We sometimes refer to VL Funding LLC as VL Funding.  VL Funding was formed on June 22, 2000.  VL Funding is a limited purpose, bankruptcy-remote entity formed to purchase education loans for re-sale in various securitization transactions.  Sallie Mae, Inc. [master] services all loans owned by VL Funding that may be sold to the trust.  [______________], acts as interim eligible lender trustee on behalf of VL Funding.

[ADDITIONAL AFFILIATED SPECIAL PURPOSE ENTITY SELLER DISCLOSURE TO BE ADDED IF APPLICABLE]

Certain Expenses

Expenses incurred in connection with the acquisition of the trust student loans and the establishment of the trust (including the expenses of accountants, underwriters and rating agencies) are paid by Sallie Mae, Inc. and/or the depositor.  Such expenses are not paid from proceeds of the sale of the notes.

Characteristics of the Initial Trust Student Loans

The tables contained in Annex A to this prospectus supplement provide a description of specified characteristics of the initial trust student loans as of the statistical cutoff date.  The aggregate outstanding principal balance of the initial trust student loans in each of the tables in Annex A includes the principal balance due from borrowers plus accrued interest to be capitalized of $[________] as of the statistical cutoff date.

Unless otherwise specified, all information with respect to the initial trust student loans presented in this prospectus supplement or in Annex A is as of ________ __, 20__, which is the statistical cutoff date.

Following the sale of additional trust student loans during the supplemental purchase period to the eligible lender trustee, on behalf of the trust, the aggregate characteristics of the final pool of trust student loans may vary from those shown in Annex A for the initial pool of trust student loans.  If the aggregate characteristics of the final pool of trust student loans are materially different from those shown in Annex A, updated information will be provided in the first servicing report provided by the administrator for the period in which the supplemental purchase period ends.

Insurance of Trust Student Loans; Guarantors of Trust Student Loans

In general, disbursed student loans are guaranteed by a guarantor, and reinsured against default by the Department of Education.  The percentage of the guarantee is based upon the date of disbursement of the student loans as follows:

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Disbursement Date	Percentage Guaranteed
Prior to October 1, 1993	100%
On or after October 1, 1993 but before July 1, 2006	98%
On or after July 1, 2006	97%

[No insurance premium is charged to a borrower or a lender in connection with a consolidation loan.  However, FFELP lenders must pay a monthly rebate fee to the Department of Education at an annualized rate of 1.05% on principal of and interest on consolidation loans disbursed on or after October 1, 1993, or at an annualized rate of 0.62% on consolidation loans for which consolidation loan applications were received between October 1, 1998 and January 31, 1999.  The trust will pay this consolidation loan rebate fee prior to calculating Available Funds.]

The eligible lender trustee has entered into a separate guarantee agreement with each of the guaranty agencies listed on page A-[__] in Annex A to this prospectus supplement, under which each of the guarantors has agreed to guarantee certain of the trust student loans.

Under the Higher Education Amendments of 1992, if the Department of Education has determined that a guaranty agency is unable to meet its insurance obligations, a loan holder may submit claims directly to the Department of Education and the Department of Education is required to pay the full guarantee payment in accordance with guarantee claim processing standards no more stringent than those of the guaranty agency.  However, the Department of Education’s obligation to pay guarantee claims directly in this fashion is contingent upon the Department of Education making the determination referred to above.  We cannot assure you that the Department of Education would ever make that determination with respect to a guaranty agency or, if that determination were made, whether that determination or the ultimate payment of guarantee claims would be made in a timely manner.  See “Appendix A—Federal Family Education Loan Program—Guaranty Agencies under the FFELP” in the base prospectus.

The table on page A-[__] of Annex A to this prospectus supplement provides information with respect to the applicable percentage by outstanding principal balance of the initial trust student loans guaranteed by each guarantor.

Some historical information about the guaranty agencies that guarantee trust student loans comprising at least 10% of the initial trust student loans by outstanding principal balance as of the statistical cutoff date is also provided beginning on page A-[__] in Annex A to this prospectus supplement.  For purposes of the tables in Annex A, we refer to each of these guaranty agencies as a Significant Guarantor.

The Department of Education is required to make reinsurance payments to guarantors with respect to FFELP loans in default.  This requirement is subject to specified reductions when the guarantor’s claims rate for a fiscal year equals or exceeds certain trigger percentages of the aggregate original principal amount of FFELP loans guaranteed by that guarantor that are in repayment on the last day of the prior fiscal year.  See “Appendix A—Federal Family Education Loan Program” to the base prospectus.

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Each guaranty agency’s guarantee obligations with respect to any trust student loan is conditioned upon the satisfaction of all the conditions in the related guarantee agreement.  These conditions include, but are not limited to, the following:

· the origination and servicing of the trust student loan being performed in accordance with the FFELP, the Higher Education Act, the guaranty agency’s rules and other applicable requirements;

· the timely payment to the guaranty agency of the guarantee fee payable on the trust student loan; and

· the timely submission to the guaranty agency of all required pre-claim delinquency status notifications and of the claim on the trust student loan.

Failure to comply with any of the applicable conditions, including those listed above, may result in the refusal of the guaranty agency to honor its guarantee agreement on the trust student loan, in the denial of guarantee coverage for certain accrued interest amounts or in the loss of certain interest subsidy payments and special allowance payments.

Prospective investors may consult the Department of Education Data Books for further information concerning the guarantors.

Cure Period for Trust Student Loans

The sellers, the depositor, the servicer [or the subservicer], as applicable, will be obligated to purchase, or to substitute qualified substitute student loans for, any trust student loan in the event of a material breach of certain representations, warranties or covenants concerning such trust student loan, following a period during which the breach may be cured.  For purposes of trust student loans the cure period will be 210 days.  However, in the case of breaches that may be cured by the reinstatement of the guarantor’s guarantee of the trust student loan, the cure period will be 360 days.  In each case the cure period begins on the earlier of the date on which the breach is discovered and the date of the servicer’s [subservicer’s] receipt of the guarantor reject transmittal form with respect to the trust student loan.  The purchase or substitution will be made not later than the end of the 210-day cure period or not later than the 60th day following the end of the 360-day cure period, as applicable.

Notwithstanding the foregoing, if as of the last business day of any month the aggregate principal amount of trust student loans for which claims have been filed with and rejected by a guarantor as a result of a breach by the depositor or the servicer [subservicer] or for which the servicer [subservicer] determines that claims cannot be filed pursuant to the Higher Education Act as a result of that breach exceeds 1% of the Pool Balance, then the servicer [subservicer] or the depositor, as applicable, will be required to purchase, within 30 days of a written request by the

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servicer or the] indenture trustee , as applicable, affected trust student loans in an aggregate principal amount so that after the purchases the aggregate principal amount of affected trust student loans is less than 1% of the Pool Balance.  The trust student loans to be purchased by the servicer [subservicer] or the depositor pursuant to the preceding sentence will be based on the date of claim rejection, with the trust student loans with the earliest of these dates to be purchased first.  See “Servicing and Administration—Servicer Covenants” and “Transfer and Servicing Agreements—Sale of Student Loans to the Trust; Representations and Warranties of the Depositor” and “—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in the base prospectus.

Consolidation of Federal Benefit Billings and Receipts and Guarantor Claims with Other Trusts

Due to a Department of Education policy limiting the granting of new lender identification numbers, the eligible lender trustee will be allowed under the trust agreement to permit other trusts established by the depositor to securitize student loans to use the Department of Education lender identification number applicable to the trust. In that event, the billings submitted to the Department of Education for interest subsidy and special allowance payments on loans in the trust would be consolidated with the billings for the payments for student loans in other trusts using the same lender identification number and payments on the billings would be made by the Department of Education in lump sum form.  These lump sum payments would then be allocated on a loan-by-loan basis among the various trusts using the same lender identification number.

In addition, the sharing of the lender identification number with other trusts may result in the receipt of claim payments from guaranty agencies in lump sum form.  In that event, these payments would be allocated among the trusts in a manner similar to the allocation process for interest subsidy and special allowance payments.

The Department of Education regards the eligible lender trustee as the party primarily responsible to the Department of Education for any liabilities owed to the Department of Education or guaranty agencies resulting from the eligible lender trustee’s activities in the FFELP.  As a result, if the Department of Education or a guaranty agency were to determine that the eligible lender trustee owes a liability to the Department of Education or a guaranty agency on any student loan included in a trust using the shared lender identification number, the Department of Education or that guaranty agency would be likely to collect that liability by offset against amounts due the eligible lender trustee under the shared lender identification number, including amounts owed in connection with the trust.

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In addition, other trusts using the shared lender identification number may in a given quarter incur consolidation origination fees, consolidation loan rebate fees or floor income rebates that exceed the interest subsidy and special allowance payments payable by the Department of Education on the loans in the other trusts, resulting in the consolidated payment from the Department of Education received by the eligible lender trustee under the lender identification number for that quarter equaling an amount that is less than the amount owed by the Department of Education on the loans in the trust for that quarter.

The servicing agreement for the trust and the servicing agreements for the other trusts established by the depositor that share the lender identification number to be used by the trust will require any trust to indemnify the other trusts against a shortfall or an offset by the Department of Education or a guaranty agency arising from the trust student loans held by the eligible lender trustee on the trust’s behalf.

Third-Party Originators of FFELP Loans

With respect to FFELP loans, the identity of the actual originator of any particular student loan is not material, as the requisite underwriting criteria, if any, are in each case prescribed by provisions of the Higher Education Act or the rules and regulations promulgated thereunder.

[RECENT DEVELOPMENTS]

[DISCLOSURE TO BE INCLUDED IN EACH PROSPECTUS SUPPLEMENT, AS REQUIRED.]

DESCRIPTION OF THE NOTES

General

The notes will be issued under an indenture substantially in the form filed as an exhibit to the registration statement to which this prospectus supplement relates.  The following summary describes some terms of the notes, the indenture, the trust agreement [and the swap agreement[s]].  The base prospectus describes other terms of the notes.  See “Description of the Notes” and “Additional Information Regarding the Notes” in the base prospectus.  The following summary does not cover every detail and is subject to the provisions of the notes, the indenture, the trust agreement [and the swap agreement[s]].

The Notes

The Class A Notes

Distributions of Interest.  Interest will accrue on the outstanding principal balance of the class A notes at their respective interest rates.  Interest will accrue during each accrual period and will be payable pro rata to the class A noteholders entitled to distributions on each distribution date based upon the total amount of interest then due on each such class of class A notes.  Interest accrued as of any distribution date but not paid on that distribution date will be due on the next distribution date together with an amount equal to interest on the unpaid amount at the applicable

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rate per annum specified in the definition of Class A Note Interest Shortfall in the Glossary.  Interest payments on the class A notes entitled to distributions for any applicable distribution date will generally be funded from Available Funds and the other sources of funds for payment described in this prospectus supplement (subject to all prior required distributions).  See “—Distributions” and “—Credit Enhancement” in this prospectus supplement.  If these sources are insufficient to pay the Class A Noteholders’ Interest Distribution Amount for that distribution date, the shortfall will be allocated pro rata to the class A noteholders entitled to distributions on that distribution date, based upon the total amount of interest then due on their respective notes.

Interest will be payable on the LIBOR-based class A-1 notes and the fixed rate class A-2 notes on each distribution date.  The class A-1 notes will bear an annual interest rate equal to the sum of [__]-month LIBOR (except for the first accrual period) and [___]%.

LIBOR for the first accrual period for all classes of LIBOR-based notes will be determined by the following formula:

                                        x + [   /   * (y-x)]

where:

x =    -month LIBOR, and

y =    -month LIBOR.

The administrator will determine [____]-month LIBOR for each accrual period on the second business day before the beginning of that accrual period, as described under “Additional Information Regarding the Notes—Determination of Indices” in the base prospectus.  The first accrual period for the notes will consist of [__] days.

The class A-2 notes will bear an annual fixed rate of interest equal to [___]%.  Interest on the class A-2 notes will accrue daily and will be computed based on a 360-day year consisting of twelve 30-day months.

The first accrual period for the class A-2 notes will begin on the closing date and end on _________, 20[__].  Each accrual period will begin on the [25th] day of the month of the immediately preceding distribution date and end on the [24th] day of the month of the then-current distribution date.

Distributions of Principal.  Principal payments will be made to the class A noteholders on each distribution date in an amount generally equal to the Class A Noteholders’ Principal Distribution Amount for that distribution date, until the principal balance of the class A notes is reduced to zero.

Principal payments on the class A notes will generally be funded from Available Funds and the other sources of funds available for payment described in this prospectus supplement (subject to all prior required distributions).  See “—Distributions,” “—Credit Enhancement” and “—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement.  If these sources are insufficient to pay or allocate the Class A Noteholders' Principal Distribution Amount for a distribution date, the shortfall will be added to the principal payable or allocable to the class A noteholders with respect to principal on subsequent distribution dates.

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Amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to make principal payments on the class A notes except at maturity of the applicable class of notes or on the final distribution upon termination of the trust.

Principal payments generally will be applied on each distribution date in the priorities set forth under “—Distributions” in this prospectus supplement.

However, notwithstanding any other provision to the contrary, following the occurrence of an event of default and the exercise by the indenture trustee of remedies under the indenture, principal payments on the class A notes [and to each swap counterparty (including certain swap termination payments)] will be made or set aside for future distribution pro rata, without preference or priority.

The outstanding principal balance of each class of class A notes will be due and payable in full on its maturity date. The actual date on which the aggregate outstanding principal of and accrued interest on each class of class A notes is paid may be earlier than its maturity date, based on a variety of factors as described in “You Will Bear Prepayment And Extension Risk Due To Actions Taken By Individual Borrowers and Other Variables Beyond Our Control” under “Risk Factors” in the base prospectus.

The Class B Notes

Distributions of Interest.  Interest will accrue on the outstanding principal balance of the class B notes at the class B interest rate.  Interest will accrue during each accrual period and will be payable to the class B noteholders on each distribution date.  Interest accrued as of any distribution date but not paid on that distribution date will be due on the next distribution date together with an amount equal to interest on the unpaid amount at the class B interest rate.  Interest payments on the class B notes for any distribution date will generally be funded from Available Funds and the other sources of funds available for payment described in this prospectus supplement (subject to all prior required distributions).  See “—Distributions,” “—Credit Enhancement—Reserve Account” and “—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement.

Interest will be payable on the class B notes on each distribution date.  The class B notes will bear an annual interest rate equal to the sum of [____]-month LIBOR (except for the first accrual period) and [___]%.  The administrator will determine LIBOR for the class B notes for all accrual periods in the same manner as for the class A notes as described above.

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Distributions of Principal. Principal payments will be made to the class B noteholders on each distribution date after the class A notes have been paid in full, in an amount generally equal to the Class B Noteholders’ Principal Distribution Amount for that distribution date until the principal balance of the class B notes is reduced to zero.  Principal payments on the class B notes will generally be funded from Available Funds and the other sources of funds described in this prospectus supplement (subject to all prior required distributions).  Amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to make principal payments on the class B notes except at their maturity or on the final distribution upon termination of the trust.  See “—Distributions” and “—Credit Enhancement—Reserve Account” in this prospectus supplement.

Principal payments generally will be applied on each distribution date in the priorities set forth under “—Distributions” in this prospectus supplement.

The outstanding principal balance of the class B notes will be due and payable in full on the class B maturity date to the extent of Available Funds.  The actual date on which the outstanding principal of and accrued interest on the class B notes is paid may be earlier than their maturity date, based on a variety of factors as described in “You Will Bear Prepayment and Extension Risk Due To Actions Taken By Individual Borrowers And Other Variables Beyond Our Control” under “Risk Factors” in the base prospectus.

Subordination of the Class B Notes.  On any distribution date, distributions of interest on the class B notes will be subordinated to the payment of interest on the class A notes [and amounts, if any, due to a swap counterparty for trust swap payments,] and principal payments on the class B notes will be subordinated to the payment of both interest on and principal of the class A notes [and amounts, if any, due to a swap counterparty for trust swap payments.]  Consequently, on any distribution date, Available Funds, amounts on deposit in the reserve account remaining after payment of the primary servicing fee and the administration fee and, through the ______ 20__ distribution date, amounts on deposit in the capitalized interest account, will be applied to the payment of interest on the class A notes prior to any payment of interest on the class B notes, and no payments of the principal balance of the class B notes will be made on that distribution date until the class A notes have received the Class A Noteholders’ Principal Distribution Amount for that distribution date.

Notwithstanding the foregoing, if:

(1)           on any distribution date following distributions under clauses (a) through (g) under “—Distributions—Distributions from the Collection Account” to be made on that distribution date, without giving effect to any payments from the capitalized interest account to the class B noteholders, the outstanding principal balance of the class A notes, would be in excess of:

· the outstanding principal balance of the trust student loans, plus

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· any accrued interest on the trust student loans as of the last day of the related collection period that is expected to be capitalized, plus

· the balance of the capitalized interest account on the distribution date following those distributions made with respect to clauses (a) through (e) under “—Distributions—Distributions from the Collection Account” below, plus

· the balance of the reserve account on the distribution date following those distributions made under clauses (a) through (g) under

“—Distributions—Distributions from the Collection Account” below, minus

· the Specified Reserve Account Balance for that distribution date, or

(2)           an event of default under the indenture affecting the class A notes has occurred and is continuing,

then, until the conditions described in (1) or (2) above no longer exist, the amounts on deposit in the collection account and the reserve account will be applied on that distribution date and each applicable subsequent distribution date to the payment of the Class A Noteholders’ Distribution Amount before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount.

Supplemental Purchase Period

During the supplemental purchase period, which is the period beginning on the closing date and ending on ________ __, 20__, the eligible lender trustee, on behalf of the trust, will be permitted to purchase additional trust student loans, to the extent that: (1) they are eligible student loans, (2) they are purchased by the depositor from one of the sellers, and (3) there are sufficient amounts on deposit in the supplemental purchase account.  The supplemental purchase account will be created with an initial deposit by the trust on the closing date of cash or eligible investments.  The initial deposit will equal the excess, if any, of the Pool Balance as of the statistical cutoff date over the Pool Balance as of the closing date, but not to exceed 5% of the Pool Balance as of the statistical cutoff date.  This account will not be replenished.

Subject to the availability of eligible student loans, the applicable seller will have the right to sell to the depositor additional trust student loans, and subject to the availability of funds in the supplemental purchase account, the depositor will purchase such additional trust student loans, to be sold to the trust, at a price equal to 100% of the sum of (i) the outstanding principal balance of each additional trust student loan and (ii) all accrued interest to be capitalized.

As a condition to any sale, all of the additional trust student loans will be required to satisfy the eligibility criteria as described under “The Trust Student Loan Pool” in this prospectus supplement.

The eligible lender trustee, on behalf of the trust, will purchase from the depositor and the depositor will purchase and sell to the eligible lender trustee, on behalf of the trust, all additional trust student loans purchased from the applicable seller immediately following the purchase of such loans.  The eligible lender trustee will have no obligation to determine whether a loan is an eligible student loan.

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Any amounts remaining on deposit in the supplemental purchase account at the end of the supplemental purchase period will be transferred to the collection account on the business day immediately following the end of that period and included as a part of Available Funds for the initial distribution date.

Servicing Compensation

           Under the servicing agreement, Sallie Mae, Inc. will act as servicer of all of the trust student loans, [and will enter into a subservicing agreement with [________], which will act as subservicer with respect to the trust student loans.  The trust will be a third-party beneficiary of the subservicing agreement.  The subservicer is required to maintain its eligibility as a third-party servicer under the Higher Education Act.]  See “Transfer and Servicing Agreements—Servicing and Administration—Servicing Procedures” in the base prospectus.

The servicer will be entitled to receive the servicing fee in an amount equal to the primary servicing fee and the carryover servicing fee as compensation for performing the functions as servicer for the trust.  [The servicer will oversee the subservicer’s performance of its servicing obligations with respect to the trust student loans.]  The primary servicing fee for any month is equal to 1/12 of an amount not to exceed [___]% of the outstanding principal amount of the trust student loans.  [All amounts due and owing to the subservicer under the subservicing agreement will be paid by the servicer and will not be obligations of the trust.]

[The servicing agreement provides that the servicer may annually increase its fees by an amount equal to the percentage increase in the U.S. Department of Labor’s Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average for the most recent twelve-month period available at the time of each such annual adjustment; provided, that such increase shall not be less than 3% per annum.]

The primary servicing fee will be payable in arrears out of Available Funds and amounts on deposit in the collection account, the capitalized interest account and the reserve account on each [monthly allocation date or] distribution date[, as applicable,] beginning in _____ 20__.  The fee paid in each month is calculated based upon the outstanding principal amount of the trust student loans as of the first day of the preceding calendar month.  Primary servicing fees due and payable to the servicer will include amounts from any prior [monthly allocation dates or] distribution dates[, as applicable,] that remain unpaid.

The carryover servicing fee is the sum of:

· the amount of specified increases in the costs incurred by the servicer;

· the amount of specified conversion, transfer and removal fees;

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· any amounts described in the first two bullets that remain unpaid from prior [monthly allocation dates or] distribution dates[, as applicable]; and

· interest on any unpaid amounts.

The carryover servicing fee will be payable to the servicer on each distribution date out of Available Funds after payment on that distribution date of clauses (a) through (j) under “—Distributions—Distributions from the Collection Account” in this prospectus supplement.  The carryover servicing fee will be subject to increase as agreed to by the administrator, the indenture trustee and the servicer to the extent that a demonstrable and significant increase occurs in the costs incurred by the servicer in providing the services to be provided under the servicing agreement, whether due to changes in applicable governmental regulations, guarantor program requirements or regulations, or postal rates [(including any such increases resulting in an increase in payments due under any subservicing agreement)].

Distributions

Deposits into the Collection Account.  On the closing date, the trust will make an initial deposit into the collection account of cash or eligible investments equal to $[_________] plus the excess, if any, 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 not deposited into the supplemental purchase account.

On or before the business day immediately prior to each distribution date, the servicer and the administrator will provide the indenture trustee with certain information as to the preceding collection period, including the amount of Available Funds received from the trust student loans and the aggregate purchase amount of the trust student loans to be purchased from the trust by the sellers, the depositor or the servicer [subservicer].

The servicer will deposit all payments on the trust student loans and all proceeds of the trust student loans collected by it [from the subservicer] during each collection period into the collection account within two business days of receipt.  The eligible lender trustee will deposit all interest subsidy payments and all special allowance payments on the trust student loans received by it for each collection period into the collection account within two business days of receipt.  See “Servicing and Administration—Payments on Student Loans” in the base prospectus.

[Monthly Distributions from the Collection Account.  On each monthly allocation date that is not a distribution date, the administrator will instruct the indenture trustee to pay to the servicer the primary servicing fee due for the period from and including the preceding monthly allocation date from amounts on deposit in the collection account.]

Distributions from the Collection Account.  On or before each distribution date, the administrator will instruct the indenture trustee to make the following deposits and distributions in the amounts and in the order of priority shown below, except as otherwise provided under “—The Notes—The Class B Notes—Subordination of the Class B Notes” and “—The Notes—The Class A Notes—Distributions of Principal” in this prospectus supplement, to the extent of Available Funds for that distribution date, together with amounts transferred from the capitalized interest account through the _______ 20__ distribution date (with respect to clauses (a) through (e) below for that distribution date), and amounts transferred from the reserve account with respect to that distribution date:

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(a)           to the servicer, the primary servicing fee due on that distribution date;

(b)           to the administrator, the administration fee due on that distribution date and all prior unpaid administration fees;

(c)           [to each swap counterparty, any swap payments payable to such swap counterparty by the trust under the related swap agreement;]

(d)           [pro rata, based on the aggregate principal balance of the class A notes and the amount of any swap termination payment due and payable by the trust to each swap counterparty under this item (d)]:

(1) to the class A noteholders (other than the class A-2 noteholders), the Class A Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class A Noteholders' Interest Distribution Amount; and

(2) [to each swap counterparty, the amount of any swap termination payments due to such swap counterparty under the related swap agreement resulting from (i) a termination event or event of default where the trust is the sole affected party or defaulting party, respectively, or (ii) a “Tax Event” or “Illegality” (each as defined in the related swap agreement), irrespective of which party is the affected party; provided, that if any amounts allocable to the notes are not needed to pay the Class A Noteholders' Interest Distribution Amount as of such distribution date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid;]

(e)           to the class B noteholders, the Class B Noteholders’ Interest Distribution Amount based on the amounts payable as Class B Noteholders' Interest Distribution Amount;

(f)           to the class A noteholders, the Class A Noteholders’ Principal Distribution Amount, sequentially, to the class A-1 and class A-2 notes, in that order, until their respective principal balances are reduced to zero;

(g)           to the Class B noteholders until paid in full, the Class B Noteholders’ Principal Distribution Amount;

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(h)           to the reserve account, the amount, if any, necessary to reinstate the balance of the reserve account to the Specified Reserve Account Balance;

(i)           to the indenture trustee, the eligible lender trustee and the Delaware trustee, any unpaid fees and expenses, including without limitation any indemnity amounts, to the extent such amounts have not been paid by the administrator;

(j)           to the servicer, the aggregate unpaid amount of the carryover servicing fee, if any;

(k)           [to the applicable swap counterparty, the amount of any swap termination payments owed by the trust to such swap counterparty under the related swap agreement and not payable in clause (d) above;]

(l)           to the related potential future cap counterparty under any potential future interest rate cap agreement, the amount of any payment due under such potential future interest rate cap agreement;

(m)           [in the event the trust student loans are not sold on the earliest possible trust auction date, on each subsequent distribution date,] to the class A noteholders, sequentially until paid in full, and then, to the class B noteholders, until paid in full, any remaining amounts after application of the preceding clauses;] and

(o)           to the excess distribution certificateholder, any remaining amounts after application of the preceding clauses.

Notwithstanding the foregoing, the indenture trustee shall be entitled to reimburse itself, the eligible lender trustee and the Delaware trustee for any fees and expenses (including without limitation any indemnity amounts) owed to such parties under the indenture, the interim trust agreements or the trust agreement, as applicable, prior to making any payments under clauses (a) through (0) above, to the extent any fees and expenses of such parties (including without limitation any indemnity amounts) are not reimbursed by the administrator.  Distributions to the indenture trustee, the eligible lender trustee and the Delaware trustee paid from the trust prior to other distributions of Available Funds will be paid pro rata, based on amounts due, and will not exceed [$___________] per annum in the absence of an event of default under the indenture.  However, in the event that there is an event of default on the notes (with no acceleration of the maturity of the notes) as a result of an uncured default in the observance or performance by the trust of any covenant or agreement, then such payments shall not exceed [$________] per annum unless and until either an acceleration of the notes has occurred in connection with such event of default or another event of default under the indenture has occurred, in which case the [$_________] per annum cap will not be applicable.

[Amounts that would be paid to each swap counterparty pursuant to clauses (c), (d), (g) or (k) above will be determined on the third business day preceding each distribution date and will be paid by the trust to each swap counterparty on the third business day preceding each distribution date.]

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[In the event that a swap termination payment is owed by the trust to a swap counterparty and a replacement swap agreement is procured by the trust under which the replacement swap counterparty makes a payment to the trust, the trust will pay that amount directly to the original swap counterparty to the extent that a payment is owed by the trust to such swap counterparty. If after making that payment, the original swap counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (k) above.]

Distributions Following an Event of Default and Acceleration of the Maturity of the Notes

After any of the following:

· an event of default under the indenture relating to the payment of principal of any class of notes at their maturity date or to the payment of interest on any class of notes which has resulted in an acceleration of the maturity of the notes; provided that, failure to pay interest on the class B notes due to insufficient Available Funds shall not be an event of default so long as the class A notes are then outstanding,

· an event of default under the indenture relating to an insolvency event or a bankruptcy with respect to the trust which has resulted in an acceleration of the maturity of the notes, or

· a liquidation of the trust assets following any event of default under the indenture,

the priority of distributions changes.  In particular, payments on the notes on each distribution date following the acceleration of the maturity of the notes as provided above will be made in the following order of priority:

FIRST:             pro rata, to the indenture trustee, for annual fees and any other amounts due and owing under the indenture, and to the eligible lender trustee and Delaware trustee, for annual fees and any other amounts due and owing under the trust agreement (but, in each case, only to the extent not paid by the administrator or the depositor);

SECOND:        to the servicer, the primary servicing fee due on that distribution date;

THIRD:            to the administrator, the administration fee due on that distribution date and all prior unpaid administration fees;

FOURTH:        [to each swap counterparty, any swap payments payable to such swap counterparty by the trust under the related swap agreement;]

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FIFTH:             [pro rata, based on the aggregate principal balance of the notes and the amount of any swap termination payment due and payable by the trust to a swap counterparty under this item (FIFTH):]

(a) to the class A noteholders[ (other than the class A-2 noteholders)], the Class A Noteholders’ Interest Distribution Amount; and

(b) [to each swap counterparty, the amount of any swap termination payments due to such swap counterparty under the swap agreement resulting from (i) a termination event or event of default where the trust is the sole affected party or defaulting party, respectively, or (ii) a “Tax Event” or “Illegality” (each as defined in the swap agreement), irrespective of which party is the affected party; provided, that if any amounts allocable to the notes are not needed to pay the Interest Distribution Amount as of such distribution date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid;]

SIXTH:             pro rata, based on the aggregate principal balance of the class A notes, to the class A noteholders, an amount sufficient to reduce the respective principal balances of the class A notes to zero;

SEVENTH:       to the class B noteholders, the Class B Noteholders’ Interest Distribution Amount;

EIGHTH:           to the class B noteholders, an amount sufficient to reduce the principal balance of the class B notes to zero;

NINTH:             to the servicer, the aggregate unpaid amount of the carryover servicing fee, if any;

TENTH:             [to a swap counterparty, the amount of any swap termination payments owed by the trust to such swap counterparty under the related swap agreement and not payable in item (FIFTH) above;]

ELEVENTH:      to the related potential future cap counterparty under any potential future interest rate cap agreement, the amount of any payment due under such potential future interest rate cap agreement; and

TWELFTH:       to the excess distribution certificateholder, any remaining amounts after application of the preceding clauses.

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Voting Rights and Remedies

Noteholders will have the voting rights and remedies described in the base prospectus.  The notes will all vote and exercise remedies together as if they were a single class other than with respect to exercising the right to liquidate collateral, in which case the class A notes and class B notes have different rights.  See “Description of the Notes—The Indenture—Events of Default; Rights Upon Event of Default” in the base prospectus.

Credit Enhancement

Reserve Account.  The reserve account will be created with an initial deposit by the trust on the closing date of cash or eligible investments in an amount equal to $[______].  The reserve account may be replenished on each distribution date, by deposit into it of the amount, if any, necessary to reinstate the balance of the reserve account to the Specified Reserve Account Balance from the amount of Available Funds remaining after payment for that distribution date under clauses (a) through (g) under “—Distributions—Distributions from the Collection Account” above.

If the market value of securities and cash in the reserve account on any distribution date is sufficient to pay the remaining principal balance of and interest accrued on the notes, [any payments owing to each swap counterparty] and any carryover servicing fee, these assets will be so applied on that distribution date.

If the amount on deposit in the reserve account on any distribution date after giving effect to all deposits or withdrawals from the reserve account on that distribution date is greater than the Specified Reserve Account Balance for that distribution date, subject to certain limitations, the administrator will instruct the indenture trustee to deposit the amount of the excess into the collection account for distribution on that distribution date.

Amounts held from time to time in the reserve account will continue to be held for the benefit of the trust.  Funds will be withdrawn from cash in the reserve account on any distribution date [or, in the case of the payment of any primary servicing fee, on any monthly allocation date], to the extent that the amount of Available Funds and the amount on deposit in the capitalized interest account on that distribution date [or monthly allocation date] is insufficient to pay any of the items specified in clauses (a) through (e) under “—Distributions—Distributions from the Collection Account” above.  These funds also will be withdrawn at maturity of a class of notes or on the final distribution upon termination of the trust to the extent that the amount of Available Funds at that time is insufficient to pay any of the items specified in clauses (f) and (g) and, in the case of the final distribution upon termination of the trust, clauses (k), (l), (m), (n) and (o)  under “—Distributions—Distributions from the Collection Account” above.

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The reserve account is intended to enhance the likelihood of timely distributions of interest to the noteholders and to decrease the likelihood that the noteholders will experience losses.  In some circumstances, however, the reserve account could be reduced to zero.  [See “Swap Agreement[s]” in this prospectus supplement.]  Except on the final distribution upon termination of the trust, amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to cover any carryover servicing fees.  Amounts on deposit in the reserve account will be available to pay principal of the notes and accrued interest at the maturity of the notes, and to pay the carryover servicing fee on the final distribution upon termination of the trust.

Notwithstanding the foregoing, funds on deposit in the reserve account may be withdrawn by the administrator at any time to pay any amounts owed to the Department of Education in respect of any shortfalls in amounts on deposit in the floor income rebate account as described below under “Summary of Terms—Floor Income Rebate Account” in this prospectus supplement.

Capitalized Interest Account.  The capitalized interest account will be created with an initial deposit by the trust on the closing date of cash or eligible investments in an amount equal to $[______].  The initial deposit will not be replenished.

Amounts held from time to time in the capitalized interest account will be held for the benefit of the class A noteholders and the class B noteholders, as applicable.  If on any distribution date through the _______ 20__ distribution date, the amount of Available Funds is insufficient to pay any of the items specified in clauses (a) through (e) under “—Distributions—Distributions from the Collection Account” above, amounts on deposit in the capitalized interest account on that distribution date will be withdrawn by the indenture trustee to cover such shortfalls, to the extent of funds on deposit therein, and will be allocated in the same order of priority shown under “—Distributions—Distributions from the Collection Account” above.

Funds on deposit in the capitalized interest account on the _______ 20__ distribution date in excess of $10,000,000 will be transferred to the collection account and included as Available Funds on that distribution date.  All funds remaining on deposit in the capitalized interest account on the _______ 20__ distribution date will be transferred to the collection account and included in Available Funds on that distribution date.

The capitalized interest account is intended to enhance the likelihood of timely distributions of interest to the noteholders through the _______ 20__ distribution date.

Subordination of the Class B Notes.  On any distribution date, distributions of interest on the class B notes will be subordinated to the payment of interest on the class A notes and distributions of principal of the class B notes will be subordinated to the payment of both interest and principal of the class A notes.  The subordination of the class B notes provides credit enhancement to the class A notes.  See “—The Notes—The Class B Notes—Subordination of the Class B Notes” above.

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Overcollateralization.  Overcollateralization represents the amount by which the Adjusted Pool Balance exceeds the outstanding principal balance of the notes and is intended to provide credit enhancement for the notes.  On the closing date, the overcollateralization amount is expected to equal $[_____________].  The application of Available Funds set forth under “—Distributions—Distributions from the Collection Account” above is designed to build the level of overcollateralization to, and maintain it at, the Specified Overcollateralization Amount.  The amount of overcollateralization will vary from time to time depending on the rate and timing of principal payments on the trust student loans, capitalization of interest, certain borrower fees and the incurrence of losses on the trust student loans.

Potential Future Interest Rate Cap Agreement

At any time after the closing date, at the direction of the administrator, the trust may enter into one or more interest rate cap agreements (collectively, the “potential future interest rate cap agreement”) with one or more Eligible Cap Counterparties (collectively, the “potential future cap counterparty”) to hedge some or all of the interest rate risk of the notes.  Any potential future interest rate cap agreement would contain customary and usual terms for such derivative agreements.  Any payment due by the trust to a potential future cap counterparty after the closing date would be payable only out of funds payable under clause (m) of “—Distributions—Distributions from the Collection Account” in this prospectus supplement.  Any payments received from a potential future cap counterparty would be included in Available Funds.  The trust will enter into a potential future interest rate cap agreement after the closing date only upon receipt of a written confirmation from each rating agency then rating the notes that such potential future interest rate cap agreement will not result in the downgrading of its then current rating of the notes.  It is not anticipated that the trust would be required to make any payments to any potential future cap counterparty under any potential future interest rate cap agreement other than an upfront payment and, in some circumstances, a termination payment.

Administration Fee

As compensation for the performance of the administrator’s obligations under the administration agreement and as reimbursement for its related expenses, the administrator will be entitled to an administration fee in an amount equal to $[_____] per collection period payable proportionately in arrears on each related distribution date.

[Swap Agreement[s]

On the closing date, the trust will enter into [an] [one or more] interest rate swap agreement[s] with [__________] and [__________ each of] which is an Eligible Swap Counterparty, to hedge the basis risk that results from the payment of a fixed rate of interest on the class A-2 notes.  The interest rate swap counterpart[y] [ies] will be identified in the final prospectus supplement.  We sometimes refer to the interest rate swap agreement[s, collectively,] as the “swap agreement,” and the interest rate swap counterparty[ies, collectively,], as the “swap counterparty.”

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As of the closing date, the Significance Percentage of each swap agreement is [less than 10%] [at least 10% but less than 20%].

[SECTION TO BE MODIFIED BASED UPON THE ACTUAL TERMS OF EACH SWAP AGREEMENT]  The swap agreement will be documented under a 1992 ISDA Master Agreement (Multicurrency-Cross Border) modified to reflect the terms of the notes, the indenture and the trust agreement.

Under each swap agreement, the swap counterparty will make the payments described below to the administrator on behalf of the trust, on or before the third business day preceding each distribution date while the swap agreement is still in effect.

Under each swap agreement, the swap counterparty will pay to the trust an amount equal to the product of:

· a fixed rate of interest with respect to the class A-2 notes,

· the outstanding principal balance of the class A-2 notes immediately following the preceding distribution date (or with respect to the first distribution date, the closing date); and

· a fraction, the numerator of which is 90 (or, with respect to the first distribution date,   ) and the denominator of which is 360.

All amounts received from any swap counterparty will be deposited into the collection account and will become part of Available Funds on the next distribution date.

In exchange for each swap counterparty’s payments under the swap agreement, the trust will pay to such swap counterparty from Available Funds and, if necessary the capitalized interest account and the reserve account, on or before each distribution date while the related swap agreement is still in effect, prior to interest payments on the notes, an amount equal to the product of:

· a LIBOR-based floating rate of interest (provided that LIBOR for the first accrual period will be determined using the same formula that applies to the LIBOR-based notes);

· the outstanding principal balance of the related class of notes immediately following the preceding distribution date (or with respect to the first distribution date, the closing date); and

· a fraction, the numerator of which is the actual number of days elapsed in the related accrual period and the denominator of which is 360.

The payment obligations of the trust and each swap counterparty under the related swap agreement will be netted.

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Termination Date.  Each swap agreement will terminate on the earliest to occur of: (i) the distribution date on which the outstanding principal balance of class A-2 notes is reduced to zero; or (ii) the maturity date of the class A-2 notes.  Each swap agreement may terminate earlier than that date if an event of default or termination event occurs.

Modifications and Amendment of the Swap Agreement[s].  The trust agreement and the indenture will contain provisions permitting the eligible lender trustee, with written notice to the indenture trustee, to enter into amendments to each swap agreement to cure any ambiguity in, or correct or supplement any provision of the related swap agreement, so long as the administrator determines that the amendment will not adversely affect the interest of the noteholders.

Default Under the Swap Agreement[s].  Events of default under each swap agreement are limited to:

· the failure of the trust or any swap counterparty to pay or deliver any amount when due under the related swap agreement after giving effect to the applicable grace period;

· the occurrence of certain events of bankruptcy and insolvency;

· an acceleration of the principal of the notes following an event of default under the indenture (other than an event of default relating to a breach of any covenant or a violation of any representation or warranty) which acceleration has become non-rescindable and non-waivable;

· an acceleration of the principal of the notes following an event of default under the indenture for a breach of any covenant or a violation of any representation or warranty which acceleration has become non-rescindable and non-waivable, and pursuant to which the indenture trustee has liquidated the trust student loans; and

· the following other standard events of default under the 1992 ISDA Master Agreement, as modified by the terms of each swap agreement: “Breach of Agreement” (not applicable to the trust), “Credit Support Default”, “Misrepresentation” (not applicable to the trust), “Default Under Specified Transaction” (not applicable to the trust), “Cross-Default” (not applicable to the trust) and “Merger Without Assumption” (not applicable to the trust), as described in Sections 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(a)(vi) and 5(a)(viii), respectively, of the 1992 ISDA Master Agreement.

Termination Events.  Each swap agreement will contain usual and customary termination events, as well as additional termination events.  The additional termination events include (i) the failure of a swap counterparty to comply with certain requirements associated with the downgrade of its credit ratings and (ii) the occurrence of certain other events, in each case as specified in the related swap agreement.

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Early Termination of the Swap Agreement[s].  Upon the occurrence of any event of default under a swap agreement or a termination event, the non-defaulting party or the non-affected party, as the case may be, will have the right to designate an early termination date.  The trust may not designate an early termination date without the consent of the administrator.

Upon any early termination of a swap agreement, either the trust or a swap counterparty, as the case may be, may be liable to make a termination payment to the other, regardless of which party has caused that termination.  The amount of that termination payment will be based on the value of the swap transaction as computed in accordance with the procedures in the related swap agreement.  In the event that the trust is required to make a termination payment following an event of default or termination event under a swap agreement, the payment will be payable pari passu with the Class A Noteholders’ Interest Distribution Amount unless (i) an event of default occurs with respect to which the related swap counterparty is the defaulting party or (ii) a termination event (other than “Illegality” or a “Tax Event”, as described in Sections 5(b)(i) and 5(b)(ii), respectively, of the 1992 ISDA Master Agreement) or additional termination event occurs with respect to which the related swap counterparty is the sole affected party, in which case such payment will be payable after the payment of certain additional amounts on the related distribution date, as described under “Description of the Notes—Distributions—Distributions from the Collection Account” and “—Priority of Payments Following Certain Events of Default Under the Indenture.”  However, in the event that a termination payment is owed to a swap counterparty following any other event of default by the trust under the related swap agreement, any swap default resulting from a default of a swap counterparty or a termination event under the related swap agreement, the termination payment will be subordinate to the right of the noteholders to receive full payment of principal of and interest on the notes on that distribution date, to the replenishment of the reserve account to the Specified Reserve Account Balance, to any unpaid fees and expenses of the Indenture Trustee, and to the payment of any carryover servicing fee.

Upon termination of a swap agreement, the administrator, on behalf of the trust will attempt to enter into a replacement swap agreement on substantially the same terms as the original swap agreement.  However, no assurance can be given that this will be possible under then existing economic or market conditions or that the trust will have sufficient funds available for this purpose.]

Swap Counterparty.  [Not all transactions will include a swap agreement.  If applicable, the swap counterparty [or counterparties] will be identified in the prospectus supplement and applicable disclosure regarding each swap counterparty’s name, organizational form, the general character of such swap counterparty’s business and any required financial disclosure (depending on the applicable Significance Percentage) will be included.  Disclosure regarding a transaction that would include one or more LIBOR-fixed rate swap agreements (based on the outstanding balance of the applicable class of notes) has been incorporated into this form of prospectus supplement.]

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[Revolving Period]

[In the event that notes offered under this prospectus supplement include a revolving period, we will disclose the information required by Item 1103(a)(5)(i), (iii), (iv), (v), and (vi) of Regulation AB, as well as the information required by Item 1111(g) of Regulation AB, as applicable.]

[Prefunding Period]

[In the event that notes offered under this prospectus supplement include a prefunding period, we will disclose the information required by Item 1103(a)(5)(i), (ii), (iv), (v), and (vi) of Regulation AB, as well as the information required by Item 1111(g) of Regulation AB, as applicable.]

Determination of Indices

For a discussion of the determination of LIBOR, day count basis, interest rate determination dates and interest rate change dates applicable to the notes, see “Additional Information Regarding the Notes—Determination of Indices” in the base prospectus.

Notice of Interest Rates

Information concerning the past and current LIBOR and the interest rates applicable to the notes, will be available on the administrator’s website at: http://www.salliemae.com/about/investors/debtasset/slmsltrusts/issuedetails/20[__]-[_].htm or by telephoning the administrator at [(___) ___-____] between the hours of 9:00 a.m. and 4:00 p.m. Eastern time on any business day and will also be available through Reuters Page LIBOR01 or Bloomberg L.P.  [If the notes are listed on the Luxembourg Stock Exchange, the administrator will also notify the Luxembourg paying agent, and will cause the Luxembourg Stock Exchange to be notified, of the current interest rate for the notes listed on the exchange prior to the first day of each accrual period.]

Accounts

The administrator will establish and maintain in the name of the indenture trustee the collection account, the capitalized interest account, the floor income rebate account, the supplemental purchase account and the reserve account for the benefit of the noteholders.

Funds in each Trust Account will be invested as provided in the indenture in eligible investments.  See “Servicing and Administration—Accounts—Eligible Investments” in the base prospectus.

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Trust Fees

The table below sets forth the fees payable by or on behalf of the trust.

Party	Amount
Servicer(1)	The primary servicing fee(2) for any month (equal to 1/12 of an amount not to exceed [___]% of the outstanding principal amount of the trust student loans), plus the amount of any carryover servicing fee.
Indenture Trustee(3)	$[____] per annum, payable in advance.
Eligible Lender Trustee(4)	$[____] per annum, payable in advance.
Administrator(2)	$[____] per quarter, payable in arrears.

(1) To be paid as described in “—Servicing Compensation” above.  [The servicer will pay the subservicer’s fees pursuant to the subservicing agreement.  The subservicer’s fees will not be obligations of the trust.]

(2) To be paid before any amounts are distributed to the noteholders.

(3) To be paid by the administrator pursuant to a separate agreement with the indenture trustee, and may be paid by the trust if there is an event of default on the notes, and such amount has not previously been paid.

(4) To be paid by the administrator pursuant to a separate agreement with the eligible lender trustee, and may be paid by the trust if there is an event of default on the notes, and such amount has not previously been paid.

Optional Purchase

The servicer may purchase or arrange for the purchase of all remaining trust student loans on any distribution date on or after the first distribution date when the Pool Balance is 10% or less of the Initial Pool Balance.

The exercise of this purchase option will result in the early retirement of the remaining notes. The purchase price will equal the amount required to prepay in full, including all accrued and unpaid interest, the remaining trust student loans as of the end of the preceding collection period, but not less than a prescribed minimum purchase amount.

This prescribed minimum purchase amount is the amount that would be sufficient to:

· [pay any amounts that would be due and owing to a swap counterparty if the related swap agreement were terminated at such time;]

· pay to noteholders the interest payable on the related distribution date; and

· reduce the outstanding principal balance of each class of notes then outstanding on the related distribution date to zero.

See “The Student Loan Pools—Termination” in the base prospectus.

In addition to the optional purchase right described above, the servicer also will have the option, but not the obligation, to purchase any trust student loan on any date; provided that the servicer may not purchase trust student loans if the cumulative aggregate principal balance of all trust student loans so purchased, including the principal balance of any trust student loans purchased on such date, exceeds 2% of the Initial Pool Balance.  The purchase price for any trust student loan purchased by the servicer using this option will be equal to the outstanding principal balance of such trust student loan plus accrued and unpaid interest through the date of purchase.

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Auction of Trust Assets

The indenture trustee may, and at the written direction of either the administrator or noteholders holding a majority of the outstanding principal balance of all of the notes shall, either itself or through an agent, offer for sale all remaining trust student loans at the end of the first collection period when the Pool Balance is 10% or less of the Initial Pool Balance.

If such an auction takes place, the trust auction date will be the third business day before the related distribution date.  An auction may be consummated only if the servicer has first waived its optional right to purchase all of the remaining trust student loans as described above.  The servicer will waive its option to purchase all of the remaining trust student loans if it fails to notify the eligible lender trustee and the indenture trustee, in writing, that it intends to exercise its purchase option before the indenture trustee or its agent accepts a bid to purchase the trust student loans.  The depositor and its affiliates, including SLM ECFC and the servicer, and unrelated third parties may offer bids to purchase the trust student loans.  The depositor or any affiliate may not submit a bid representing greater than fair market value of the trust student loans.

If an auction is conducted and at least two bids are received, the indenture trustee or its agent will solicit and re-solicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids.  The indenture trustee or its agent will accept the highest remaining bid if it equals or exceeds the higher of:

· the minimum purchase amount described under “—Optional Purchase” above (plus any amounts owed to the servicer as carryover servicing fees); or

· the fair market value of the trust student loans as of the end of the related collection period.

If at least two bids are not received or the highest bid after the re-solicitation process does not equal or exceed the minimum purchase amount described above, the indenture trustee or its agent will not complete the sale.  The indenture trustee or its agent may, and at the direction of the depositor will be required to, consult with a financial advisor which may include an underwriter of the notes or the administrator, to determine if the fair market value of the trust student loans has been offered and all costs and expenses arising from such consultation shall be borne solely by the depositor.  See “The Student Loan Pools—Termination” in the base prospectus.

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The net proceeds of any auction sale will be used to retire any outstanding notes on the related distribution date.

If the sale is not completed, the indenture trustee or its agent may, and at the written direction of either the administrator or noteholders holding a majority of the outstanding principal balance of all of the notes shall, solicit bids for sale of the trust student loans after future collection periods upon terms similar to those described above, including the servicer’s waiver of its option to purchase all of the remaining trust student loans.  The indenture trustee or its agent may or may not succeed in soliciting acceptable bids for the trust student loans, either on the trust auction date or subsequently.

If the trust student loans are not sold on the earliest possible trust auction date as described above, on each subsequent distribution date, if the amount on deposit in the reserve account after giving effect to all withdrawals, except withdrawals payable to the depositor, exceeds the specified reserve account balance, the administrator will direct the indenture trustee to distribute the amount of the excess as accelerated payments of note principal.  See “The Student Loan Pools—Termination” in the base prospectus.

STATIC POOLS

Information concerning the static pool data of previous similar student loan securitizations of the sponsor was filed with the SEC as a report on Form 8-K on [___________] and may be found under [________].  The Form 8-K presents the static pool data of the sponsor’s previous securitizations involving similar student loan assets in the form of published charts.  We caution you that this pool of trust student loans may not perform in a similar manner to student loans in other trusts.

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PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED MATURITIES OF THE NOTES

The rate of payment of principal of the notes and the yield on the notes will be affected by prepayments on the trust student loans that may occur as described below.  Therefore, payments on the notes could occur significantly earlier than expected.  Consequently, the actual maturities of the notes could be significantly earlier, average lives of the notes could be significantly shorter, and periodic balances could be significantly lower, than expected.  Each trust student loan is prepayable in whole or in part, without penalty, by the borrowers at any time, or as a result of a borrower’s default, death, disability or bankruptcy and subsequent liquidation or collection of guarantee payments with respect thereto.  The rate of such prepayments cannot be predicted and may be influenced by a variety of economic, social, competitive and other factors, including as described below.  In general, the rate of prepayments may tend to increase to the extent that alternative financing becomes available on more favorable terms or at interest rates significantly below the interest rates applicable to the trust student loans.  Prepayments could increase as a result of certain borrower benefit programs, among other factors.  In addition, the depositor is obligated to repurchase any trust student loan (or substitute an eligible student loan) as a result of a breach of any of its representations and warranties relating to trust student loans contained in the sale agreement, and the servicer is obligated to purchase any trust student loan pursuant to the servicing agreement as a result of a breach of certain covenants with respect to such trust student loan, in each case where such breach materially adversely affects the interests of the trust in that trust student loan and is not cured within the applicable cure period.  See “Transfer and Servicing Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” and “Servicing and Administration—Servicer Covenants” in the base prospectus.  See also “Summary—Termination of the Trust” in this prospectus supplement regarding the servicer’s option to purchase the trust student loans when the Pool Balance is 10% or less of the Initial Pool Balance and the auction of the trust student loans if the servicer does not exercise such option.

On the other hand, the rate of principal payments and the yield on the notes will be affected by scheduled payments with respect to, and maturities and average lives of, the trust student loans.  These may be lengthened as a result of, among other things, grace periods, deferment periods, forbearance periods, or repayment term or monthly payment amount modifications agreed to by the servicer.  Therefore, payments on the notes could occur significantly later than expected.  Consequently, actual maturities and weighted average lives of the notes could be significantly longer than expected and periodic balances could be significantly higher than expected.  The rate of payment of principal of the notes and the yield on the notes may also be affected by the rate of defaults resulting in losses on defaulted trust student loans which have been liquidated, by the severity of those losses and by the timing of those losses, which may affect the ability of the guarantors to make timely guarantee payments with respect thereto. In addition, the latest maturity of certain of the trust student loans could extend beyond the legal maturity date for the notes.

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The rate of prepayments on the trust student loans cannot be predicted due to a variety of factors, some of which are described above, and any reinvestment risks resulting from a faster or slower incidence of prepayment of trust student loans will be borne entirely by the noteholders.  Such reinvestment risks may include the risk that interest rates and the relevant spreads above particular interest rate indices are lower at the time noteholders receive payments from the trust than such interest rates and such spreads would otherwise have been if such prepayments had not been made or had such prepayments been made at a different time.

Exhibit I, “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes,” attached to this prospectus supplement, shows, for the notes, the weighted average life, expected maturity and percentage of the original principal amount remaining at certain distribution dates based on various assumptions, shows, for each class of notes, the weighted average lives, expected maturity dates and percentages of the original principal balances remaining at certain distribution dates based on various assumptions.

POOL ASSET REVIEW

In connection with the offering of the notes, the sponsor and the depositor have performed a review of the trust student loans and the disclosure regarding the trust student loans that is required to be included in this prospectus supplement and the base prospectus by Item 1111 of Regulation AB (which disclosure we refer to herein as “Rule 193 Information”).  Designed and effectuated to provide the depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects, this review covered the sponsor’s and its relevant affiliates’ underwriting and servicing guidelines, and the eligibility and characteristics of the trust student loans, as well as the disclosure in this prospectus supplement and the base prospectus describing such underwriting and servicing guidelines and the eligibility and characteristics of the trust student loans.  In connection with this pool asset review, the sponsor and the depositor also reviewed the internal controls and FFELP compliance processes that support the sponsor’s and its relevant affiliates’ underwriting and servicing and the selection of trust student loans.

Portions of the reviews described below were performed with the assistance of third parties engaged by the sponsor and the depositor.  The sponsor and the depositor determined the nature, extent and timing of the reviews and the sufficiency of the assistance provided by the third parties for purposes of its reviews.  The depositor has ultimate authority and control over, and assumes all responsibility for, the reviews and the findings and conclusions of the reviews.  The depositor hereby attributes all findings and conclusions of such reviews to itself.

After undertaking the reviews described below, the depositor has found and concluded that it has reasonable assurance that the Rule 193 Information in this prospectus supplement and the base prospectus is accurate in all material respects.

Review of Underwriting and Servicing Guidelines

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As described in “The Trust Student Loan Pool” in this prospectus and “The Student Loan Pools,” “Sallie Mae’s Student Loan Financing Business—FFELP Loans,” and “Appendix A—Federal Family Education Loan Program” in the base prospectus, the sponsor’s and its relevant affiliates’ FFELP loans are originated and serviced in accordance with the provisions of the Higher Education Act and the rules and regulations promulgated thereunder.  As a part of the review of the Rule 193 Information, the sponsor’s and the depositor’s management reviewed and approved the descriptions in this prospectus supplement found under “The Trust Student Loan Pool” and in the base prospectus under “The Student Loan Pools,” “Sallie Mae’s Student Loan Financing Business—FFELP Loans,” and “Appendix A—Federal Family Education Loan Program,” each consisting of factual information regarding the sponsor’s and its relevant affiliates’ underwriting and servicing guidelines and the FFELP to ensure the accuracy of such information.

Review of Eligibility and Characteristics of the Trust Student Loans

The sponsor and the depositor and their relevant affiliates also performed a review of the trust student loans to confirm that the trust student loans satisfy the eligibility criteria set forth under “The Trust Student Loan Pool—Eligible Trust Student Loans” in this prospectus supplement and the characteristics set forth in “Annex A—Characteristics of the Initial Trust Student Loan Pool” in this prospectus supplement.

The first aspect of the review of the trust student loans tested the accuracy of the data contained in or derived from the electronic data file, which we refer to as a “data tape.”  The data tape contains certain information on each borrower’s account as of the statistical cutoff date and is used to create the stratification tables presented in “Annex A—Characteristics of the Initial Trust Student Loan Pool” and other statistical information found elsewhere in this prospectus supplement.  The sponsor and the depositor selected a random sample of [___] trust student loans to confirm that the following [___] data points conform to the applicable information in the borrower record on the servicing system of record: [Loan Type, Loan Status, Guarantor, Origination Date, Borrower Interest Rate, Subsidy Indicator, School Type, Days Delinquent, Claim Status and _________].  [No] variances between the trust student loans and the data tape were found.

The second aspect of the review of the trust student loans consisted of a comparison of the eligibility requirements for the trust student loans set forth under “The Trust Student Loan Pool—Eligible Trust Student Loans” in this prospectus supplement against the data tape.  Specifically, attributes of the trust student loans set forth on the data tape were reviewed to confirm the trust student loans meet certain of the minimum eligibility requirements set forth under “The Trust Student Loan Pool—Eligible Trust Student Loans” in this prospectus supplement including delinquency status, loan type ([subsidized or unsubsidized Stafford loan,] [SLS loan,] [consolidation loan] or [PLUS loan]) and disbursement status, as well as other attributes of the trust student loans such as servicer identity, owner identity, minimum principal balance and remaining term requirements.  In addition, the sponsor’s and the depositor’s management confirmed that the trust student loans are eligible student loans under the FFELP.

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The third aspect of the review of the trust student loans consisted of a comparison of the statistical information presented in “Annex A—Characteristics of the Initial Trust Student Loan Pool” against the data tape.  This review covered attributes of the trust student loans such as school type, interest rate, outstanding principal balance, remaining term to scheduled maturity, payment status, geographic distribution, repayment terms, date of disbursement for purposes of the guarantee related to each trust student loan, the identity of the applicable guaranty agency, and [_________].

Internal Control and Risk Assessment Procedures and Annual Compliance Activity

The reviews, described above under “—Review of Underwriting and Servicing Guidelines” and “—Review of Eligibility and Characteristics of the Trust Student Loans,” are further supported by the various internal control and risk assessment procedures and annual FFELP compliance activities performed by the sponsor and its relevant affiliates, including the depositor, in the day-to-day operation of their businesses.

The sponsor’s and its relevant affiliates’ internal controls cover activities such as payment processing, reconciliation and posting, claims processing, reporting obligations to noteholders, loan selection, corporate finance systems and accuracy of system data.  The internal control and risk assessment procedures utilized by the sponsor and its relevant affiliates require personnel to assess and report on compliance with such procedures that fall within their respective areas of responsibility including whether all material, known gaps, deficiencies or issues have been reported and rectified.  The most recent internal assessment found no risk-related issues and determined that existing internal controls were sufficiently reliable to reveal risk-related issues should they appear.  In addition, the sponsor’s and its relevant affiliates’ internal audit department monitors various risk management and compliance efforts across the organization, identifies areas that require increased focus and resources, and reports significant control issues to executive management.  The most recent audit did not reveal any significant control issues.

In addition to the day-to-day internal controls and risk management activities described above, the sponsor and its relevant affiliates annually review their portfolio of FFELP loans, including the trust student loans, to confirm that such FFELP loans were originated and have been serviced in accordance with the provisions of the Higher Education Act and the rules and regulations promulgated thereunder.  In connection with this annual review, the sponsor and its relevant affiliates test a random sample of FFELP loans, in an amount not less than that proscribed by the Department of Education, to confirm compliance with the provisions of the Higher Education Act and the rules and regulations promulgated thereunder, including, but not limited to factors that may affect the guarantee on a FFELP loan such as (i) compliance with interest and special allowance payment requests and reporting requirements and appropriate calculation and billing of special allowance payments; (ii) maintenance of current, complete and accurate records of each FFELP loan; (iii) appropriate collection and claim filing activities for delinquent loans; (iv) maintenance of appropriate records necessary to document the validity of a claim against a loan guarantee; and (v) compliance with the requirements for curing due diligence and timely filing violations.

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The sponsor, on behalf of its relevant affiliates, including the depositor, submitted their most recent reports to the Department of Education as required.  Based on these reviews, management concluded that during the relevant period covered by such reports, the lenders and the servicer complied with, and as of the end of such period, had effective internal controls regarding, the specified compliance requirements of the Higher Education Act.

U.S. FEDERAL INCOME TAX CONSEQUENCES

It is possible that some or all of the notes will be issued with an amount of “original issue discount” (“OID”) which does not exceed a statutorily defined de minimis amount. Holders who purchase such notes would include the de minimis OID in income as capital gain that is recognized as principal payments are made on the notes. Specifically, such holders should include in income as capital gain in any taxable year an amount of the de minimis OID in proportion to the percentage of principal payments received in the taxable year. Alternatively, it is possible that some of the notes may be issued with more than a de minimis amount of OID, in which case holders would have to include OID as ordinary interest income over the term to maturity of the notes in advance of the receipt of cash attributable to such income regardless of the holders’ regular methods of accounting. For a discussion of the treatment of OID, holders should refer to the subsection entitled “Original Issue Discount” of the section entitled “U.S. Federal Income Tax Consequences—Tax Consequences to Holders of Notes in General” in the base prospectus. For a further discussion of U.S. federal income tax consequences to holders of the notes, holders should refer to the section entitled “U.S. Federal Income Tax Consequences” in the base prospectus.

Furthermore, some or all of the class B notes may be retained by the depositor or an affiliate of the depositor and from time to time resold by such depositor or affiliate.  Upon the date of resale, the retained class B notes will be deemed reissued as new notes for U.S. federal income tax purposes.  To the extent that the purchase price paid on resale is greater than the principal amount of the note, the difference will be treated as bond premium.  To the extent that the purchase price paid on resale is less than the principal amount of the note by more than the statutorily defined de minimis amount, the difference will be treated as OID.  For a discussion of the treatment of bond premium and OID (including the exception for de minimis amounts), you should refer to the subsections entitled “Original Issue Discount” and “Amortizable Bond Premium” of the section entitled “U.S. Federal Income Tax Consequences—Tax Consequences to Holders of Notes in General” in the base prospectus.

EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

The European Union has adopted a directive regarding the taxation of savings income.  For a description of the tax implications of such directive that may arise with respect to certain holders of the Notes, see “European Union Directive on the Taxation of Savings Income” in the base prospectus.

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ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Code impose certain restrictions on employee benefit plans or other retirement arrangements (including individual retirement accounts and Keogh plans) and any entities whose underlying assets include plan assets by reason of a plan’s investment in these plans or arrangements (including certain insurance company general accounts) (collectively, “Plans”).

ERISA also imposes various duties on persons who are fiduciaries of Plans subject to ERISA and prohibits certain transactions between a Plan and its so-called Parties in Interest under ERISA or Disqualified Persons under the Code (“Parties in Interest”). Particularly, the depositor, the servicer, [the subservicer,] the eligible lender trustee, the indenture trustee, the administrator, [each swap counterparty,] any underwriter, or any of their respective affiliates may be the fiduciary for one or more Plans. In addition, because these parties may receive certain benefits from the sales of the notes, the purchase of the notes using Plan assets over which any of them has investment authority should not be made if it could be deemed a violation of the prohibited transaction rules of ERISA and the Code for which no exemption is available.

If the notes were treated as “equity” for purposes of the Plan Asset Regulations (as defined in the base prospectus), a Plan purchasing the notes could be treated as holding the trust student loans and the other assets of the trust as further described under “ERISA Considerations” in the base prospectus.  If, however, the notes are treated as debt for purposes of the Plan Asset Regulations, the trust student loans and the other assets of the trust should not be deemed to be assets of an investing Plan.  Although there is little guidance on this, the notes, which are denominated as debt, should be treated as debt and not as “equity interests” for purposes of the Plan Asset Regulations, as further described in the base prospectus.  However, acquisition of the notes could still cause prohibited transactions under Section 406 of ERISA and Section 4975 of the Code if a note is acquired or held by a Plan with respect to which any of the trust, the depositor, any underwriter, the eligible lender trustee, the indenture trustee or certain of their respective affiliates is a Party in Interest.

Some employee benefit plans, such as governmental plans described in Section 3(32) of ERISA, certain church plans described in Section 3(33) of ERISA and foreign plans, are not subject to the prohibited transaction provisions of ERISA and Section 4975 of the Code. However, these plans may be subject to the provisions of other applicable federal, state, local or foreign law similar to the provisions of ERISA and Section 4975 of the Code (“Similar Law”). Moreover, if a plan is not subject to ERISA requirements but is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code, the prohibited transaction rules in Section 503 of the Code will apply.

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Before making an investment in the notes, a Plan or other employee benefit plan investor must determine whether, and each fiduciary causing the notes to be purchased by, on behalf of or using the assets of a Plan or other employee benefit plan, will be deemed to have represented that:

· the Plan’s purchase or holding of the notes [and the trust’s entering into each swap agreement] will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a statutory exemption or a class or other applicable exemption from the prohibited transaction rules as described in the base prospectus; and

· the purchase or holding of the notes [and the trust’s entering into each swap agreement] by any employee benefit plan subject to a Similar Law will not cause a non-exempt violation of that Similar Law.

Before making an investment in the notes, Plan fiduciaries are strongly encouraged to consult with their legal advisors concerning the impact of ERISA and the Code and the potential consequences of the investment in their specific circumstances. Moreover, in addition to determining whether the investment constitutes a direct or indirect prohibited transaction with a Party in Interest and whether exemptive relief is available to cover that transaction, each Plan fiduciary should take into account, among other considerations:

· whether the fiduciary has the authority to make the investment;

· the diversification by type of asset of the Plan’s portfolio;

· the Plan’s funding objective; and

· whether under the fiduciary standards of investment prudence and diversification an investment in the notes is appropriate for the Plan, also taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

ACCOUNTING CONSIDERATIONS

Various factors may influence the accounting treatment applicable to an investor’s acquisition and holding of asset-backed securities.  Accounting standards, and the application and interpretation of such standards, are subject to change from time to time.  Before making an investment in the notes, potential investors are strongly encouraged to consult their own accountants for advice as to the appropriate accounting treatment for their class of notes.

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REPORTS TO NOTEHOLDERS

Monthly and annual reports concerning the trust will be delivered to noteholders. See “Reports to Noteholders” in the base prospectus. [These reports also will be available at the office of the Luxembourg paying agent, if any, or Luxembourg listing agent for so long as the notes are listed on the Luxembourg Stock Exchange.] The first of these monthly distribution reports is expected to be available on or about ________ __, 20__.  See “Reports to Noteholders” in the base prospectus.

Except in very limited circumstances, you will not receive these reports directly from the trust. Instead, you will receive them through Cede & Co., as nominee of DTC and registered holder of the notes. See “Additional Information Regarding the Notes—Book-Entry Registration” in the base prospectus.

The administrator will not send reports directly to the beneficial holders of the notes.  However, these reports may be viewed at the sponsor’s website:  http://www.salliemae.com/about/investors/debtasset/slmsltrusts/issuedetails/20[__]-[_].htm.  The reports will not be audited nor will they constitute financial statements prepared in accordance with generally accepted accounting principles.

The trust will cause the administrator to file with the SEC all periodic reports required under the Exchange Act.  The reports concerning the trust will be delivered to the holders of the notes upon request, in compliance with applicable securities laws.  These reports include (but are not limited to):

· Reports on Form 8-K (Current Report), following the issuance of the series of notes of the trust, including as Exhibits to the Form 8-K the transaction documents;

· Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;

· Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following each distribution date; and

· Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year and the items required pursuant to Items 1122 and 1123 of Regulation AB under the Exchange Act.

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The trust has been assigned a separate Central Index Key by the SEC.  Reports filed with respect to the trust with the SEC after the date hereof will be available under the trust’s Central Index Key, which is a serial company number assigned to the file number of the depositor.  The trust’s separate Central Index Key is [_______].

NOTICE TO INVESTORS

Each underwriter will represent and agree that:

· it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the FSMA, received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (the “FSMA”) does not apply to the trust; and

· it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom; and

· in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes which are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant Member State other than:

(a)      to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

· provided that no such offer of notes shall require the trust or the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of the foregoing, the expression “an offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

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No action has been or will be taken by the depositor or the underwriters that would permit a public offering of the notes in any country or jurisdiction other than in the United States, where action for that purpose is required.  Accordingly, the notes may not be offered or sold, directly or indirectly, and neither this prospectus supplement and the base prospectus, nor any term sheet, circular, prospectus (including any prospectus supplement or supplement thereto), form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.  Persons into whose hands all or any part of such documents come are required by the depositor and the underwriters to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, sell or deliver notes or have in their possession or distribute such documents, in all cases at their own expense.

UNDERWRITING

The notes listed below are offered severally by the underwriters, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.  It is expected that the notes will be ready for delivery in book-entry form only through the facilities of DTC, Clearstream, Luxembourg and Euroclear, as applicable, on or about ________ __, 20__ against payment in immediately available funds.

Subject to the terms and conditions in the underwriting agreement dated ________ __, 20__ and the pricing agreement dated ________ __, 20__, the depositor has agreed to cause the trust to issue to the depositor, the depositor has agreed to sell to each of the underwriters named below, and each of the underwriters has severally agreed to purchase, the principal amounts of notes shown opposite its name:

Underwriter	Class A-1 Notes	Class A-2 Notes	Class B Notes
	$	$	$
Total	$	$	$

Except as set forth below, the underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all of the notes listed above if any of the notes are purchased.  The underwriters have advised the depositor that they propose initially to offer the notes to the public at the prices listed below, and to certain dealers at these prices less concessions not in excess of the concessions listed below.  The underwriters may allow and the dealers may reallow concessions to other dealers not in excess of the reallowances listed below.  After the initial public offering, these prices and concessions may be changed.

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	Initial Public Offering Price	Underwriting Discount	Proceeds to The Depositor	Concession	Reallowance
Per Class A-1 Note	%	%	%	%	%
Per Class A-2 Note	%	%	%	%	%
Per Class B Note*	%	%	%	%	%
Total	$	$			$

[* For the amount of Class B Notes retained by the depositor or an affiliate, the underwriting discount will be     % and proceeds to the depositor will be     % with no selling concession or reallowance.] [INCLUDED ONLY IF TRANCHE IS RETAINED BY DEPOSITOR]

The prices and proceeds shown in the table do not include any accrued interest.  The actual prices and proceeds will include interest, if any, from the closing date.  The proceeds shown are before deducting estimated expenses in respect of the notes of $[_____] payable by the depositor.

The depositor and SLM ECFC have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The notes are new issues of securities with no established trading market.  The seller has been advised by the underwriters that the underwriters intend to make a market in the notes but are not obligated to do so and may discontinue market making at any time without notice.  No assurance can be given as to the liquidity of the trading market for the notes.

In the ordinary course of their business, the underwriters and certain of their affiliates have in the past, and may in the future, engage in commercial and investment banking activities with the sellers, the depositor and their respective affiliates.  The trust may, from time to time, invest the funds in the trust accounts in eligible investments acquired from the underwriters.

During and after the offering, the underwriters may engage in transactions, including open market purchases and sales, to stabilize the prices of the notes.

The underwriters, for example, may over-allot the notes for the account of the underwriting syndicate to create a syndicate short position by accepting orders for more notes than are to be sold.

In general, over-allotment transactions and open market purchases of the notes for the purpose of stabilization or to reduce a short position could cause the price of a note to be higher than it might be in the absence of those transactions.

One or more of the underwriters or their affiliates may retain a material percentage of the notes for its own account.  The retained notes may be resold by such underwriter or such affiliate at any time in one or more negotiated transactions at varying prices to be determined at the time of sale.

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[On the closing date, some of the trust student loans that are being sold to the trust will be released from the lien of a finance facility, previously entered into by one or more of the sellers, in exchange for a partial repayment of such facility.  One or more of the underwriters, or their respective affiliates may have acted as a direct, or indirect, lender of such facility.]

The depositor or an affiliate of the depositor may retain some or all of the class B notes for its own account.  Some or all of the retained notes may be resold by the depositor or an affiliate of the depositor at any time in one or more negotiated transactions at varying prices to be determined at the time of sale.  See “Risk Factors—Retention Of Some Or All Of The Class B Notes By The Depositor Or Its Affiliate May Reduce The Liquidity Of The Class B Notes” in this prospectus supplement.

LISTING INFORMATION

[The notes will not be listed on any exchange.]  [or]  [Application will be made for the notes to be listed on the Official List of the Luxembourg Stock Exchange and to be traded on the Luxembourg Stock Exchange’s Euro MTF Market.  We cannot assure you that this application will be granted. You should consult with [______________], the Luxembourg listing agent for the notes, at [______________] Luxembourg, phone number (352) _____________, to determine whether the notes are listed on the Luxembourg Stock Exchange.  Copies of the indenture, the trust agreement, the forms of the notes, the administration agreement, the servicing agreement, [each swap agreement] and the purchase and sale agreements will be available at the offices of the Luxembourg paying agent, if any, or the Luxembourg listing agent.  Once the notes have been listed on the Official List of the Luxembourg Stock Exchange, trading may be effected on the Luxembourg Stock Exchange.  So long as the notes are listed on the Luxembourg Stock Exchange’s Euro MTF Market, and its rules so require, notices relating to the notes, including if the spread to LIBOR applicable to the notes is changed or if the notes are delisted, will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu.  The Luxembourg Stock Exchange will also be advised if the notes are delisted.]

The notes, the indenture, [each swap agreement] and the administration agreement are governed by the laws of the State of New York. The trust agreement is governed by the laws of the State of Delaware. [Each swap agreement also contains a provision under which the parties to the related swap agreement agree to the non-exclusive jurisdiction of the New York courts.]

[If the rules of the Luxembourg Stock Exchange require a Luxembourg paying agent, the depositor will cause one to be appointed for the notes for so long as they are listed on the Official List of the Luxembourg Stock Exchange and traded on the Luxembourg Stock Exchange’s Euro MTF Market.  If the notes are listed on the Luxembourg Stock Exchange and definitive notes are issued and the rules of the Luxembourg Stock Exchange require a Luxembourg paying and transfer agent, a Luxembourg paying and transfer agent will be appointed and notices will also be

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published in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu.  We will maintain a Luxembourg paying and transfer agent as long as required by the rules of the Luxembourg Stock Exchange.]

We expect the notes will be accepted for clearing and settlement through Clearstream, Luxembourg and Euroclear on or before the closing date.

[As long as the notes are listed on the Luxembourg Stock Exchange, quarterly distribution reports and annual servicing and administration reports concerning the trust and its activities will be available at the office of the Luxembourg paying agent, if any, or the Luxembourg listing agent and may be obtained free of charge. The first of these quarterly distribution reports is expected to be available on or about ________ __, 20__.]

The European Union Transparency Obligations Directive is currently being finalized and may be implemented in a manner that is unduly burdensome for the trust. In particular, the trust may be required to publish financial statements in the European Union prepared in accordance with, or reconciled to, international financial reporting standards. In such circumstances the administrator may decide to seek an alternative listing for the notes on a stock exchange of international standing outside the European Union as the administrator may select after consultation with the underwriters.

As of the date of this prospectus supplement, none of the trust, the eligible lender trustee nor the indenture trustee is involved in any litigation or arbitration proceeding relating to the issuance of the notes. The depositor is not aware of any proceedings relating to the issuance of the notes, whether pending or threatened.

The depositor has taken all reasonable care to confirm that the information contained in this prospectus supplement and the base prospectus is true and accurate in all material respects. In relation to the depositor, the trust, the sellers, or the notes, the depositor accepts full responsibility for the accuracy of the information contained in this prospectus supplement and the base prospectus. Having made all reasonable inquiries, the depositor confirms that, to the best of its knowledge, there have not been omitted material facts the omission of which would make misleading any statements of fact or opinion contained in this prospectus supplement or the base prospectus, when taken as a whole.

The depositor confirms that there has been no material adverse change in the assets of the trust since ________ __, 20__, which is the statistical cutoff date, and the date of the information with respect to the assets of the trust set forth in this prospectus supplement.

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[RATINGS OF THE NOTES]

[NOTE INFORMATION REGARDING THE RATINGS OF THE NOTES MAY INSTEAD BE FILED AS PART OF A SEPARATE FREE-WRITING PROSPECTUS.]

[The sponsor expects that the notes will receive credit ratings from two rating agencies.

A rating addresses only the likelihood of the timely payment of stated interest and the payment of principal at final maturity, and does not address the timing or likelihood of principal distributions prior to final maturity.]

COMPLIANCE WITH ARTICLE 122A OF THE CAPITAL REQUIREMENTS DIRECTIVE

None of the sellers, the trust, the eligible lender trustee, the servicer, the administrator, the sponsor, the depositor, the underwriters or the indenture trustee makes any representation or agreement that it is undertaking or will have undertaken to comply with the requirements of Article 122a of the Capital Requirements Directive 2006/48/EC (as amended by Directive 2009/111/EC) (the “CRD”).  Noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment and compliance with the CRD.

LEGAL MATTERS

Laurent C. Lutz, Executive Vice President and General Counsel of SLM Corporation, or any Deputy General Counsel or Associate General Counsel of Sallie Mae, Inc., acting as counsel to the sellers, the servicer, the administrator and the depositor, and Bingham McCutchen LLP, New York, New York, as special counsel to the sellers, the trust, the servicer, the administrator, the sponsor and the depositor, will give opinions on specified legal matters for the sellers, the trust, the servicer, the administrator, the sponsor and the depositor.

Shearman & Sterling LLP will give opinions on specified federal income tax matters for the trust. Richards, Layton & Finger, P.A., as Delaware counsel for the trust, will give opinions on specified legal matters for the trust, including specified Delaware state income tax matters.

Cadwalader, Wickersham & Taft LLP and Shearman & Sterling LLP also will give opinions on specified legal matters for the underwriters.

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GLOSSARY FOR PROSPECTUS SUPPLEMENT

“Adjusted Pool Balance” means, for any distribution date,

· if the Pool Balance as of the last day of the related collection period is greater than [__]% of the Initial Pool Balance, then the Adjusted Pool Balance shall be the sum of the Pool Balance, Capitalized Interest and the Specified Reserve Account Balance for that distribution date, or

· if the Pool Balance as of the last day of the related collection period is less than or equal to [__]% of the Initial Pool Balance, then the Adjusted Pool Balance shall be the sum of the Pool Balance and Capitalized Interest.

“Available Funds” means, as to each distribution date [or monthly allocation date, as applicable], the sum of the following amounts received with respect to the related collection period [or, in the case of a monthly allocation date, the applicable portion of these amounts]:

· all collections on the trust student loans, including any guarantee payments received on the trust student loans, but net of:

(1) any collections in respect of principal of the trust student loans applied by the trust to repurchase guaranteed loans from the guarantors under the guarantee agreements,

(2) all amounts required by the Higher Education Act to be paid to the Department of Education 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 floor income rebate fees and consolidation loan rebate fees, and

(3) amounts deposited into the floor income rebate account during the related collection period;

· any interest subsidy payments and special allowance payments with respect to the trust student loans during that collection period;

· all proceeds of the liquidation of defaulted trust student loans which were liquidated during that collection period in accordance with the servicer’s [subservicer’s] customary servicing procedures, net of expenses incurred by the servicer [subservicer] related to their liquidation and any amounts required by law to be remitted to the borrower 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;

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· the aggregate purchase amounts received during that collection period for those trust student loans repurchased by the depositor or purchased by the servicer [or the subservicer, as the case may be], or for trust student loans sold to another eligible lender pursuant to the servicing agreement;

· the aggregate purchase amounts received during that collection period for those trust student loans repurchased by the sellers;

· the aggregate amounts, if any, received from the sellers, the depositor or the servicer [or the subservicer, 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 the servicing agreement;

· amounts received by the trust pursuant to the servicing agreement during that collection period as to yield or principal adjustments;

· any interest remitted by the administrator to the collection account prior to that distribution date [or monthly allocation date];

· investment earnings for that distribution date earned on amounts on deposit in each Trust Account;

· amounts transferred from the reserve account in excess of the Specified Reserve Account Balance as of that distribution date;

· amounts on deposit in the floor income rebate account that were deposited into such account during the collection period preceding that collection period;

· [amounts received from any swap counterparty for that distribution date; provided, that, in the event of a termination of a swap agreement, any related swap termination payments received will be used, to the extent required therefor, to enter into a replacement swap agreement and will not constitute Available Funds until such time as the inclusion of such amounts as a part of Available Funds satisfies the Rating Agency Condition;]

· all amounts received by the trust from any potential future cap counterparty, or otherwise under any potential future interest rate cap agreement, for deposit into the collection account for that distribution date;

· 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;

· on the _______ 20__ and _______ 20__ distribution dates, all funds then on deposit in the capitalized interest account that are transferred into the collection account on those distribution dates;

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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) under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement (but excluding clause (e), and including clauses (f) and (g), if a condition exists as described in either (1) or (2) under “Description of the Notes—The Notes—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement), then Available Funds for that distribution date will include, in addition to Available Funds as defined above, amounts on deposit in the collection account, or amounts held by the administrator, or which the administrator reasonably estimates to be held by the administrator, for deposit into the collection account which would have constituted Available Funds for the distribution date succeeding that distribution date, up to the amount necessary to pay those items, and Available Funds for the succeeding distribution date will be adjusted accordingly.

“Capitalized Interest” means for any distribution date through and including the _______ 20__ distribution date:

· if neither of conditions (1) and (2) described under “Description of the Notes—The Notes—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement are in effect, the amount on deposit in the capitalized interest account on the distribution date following those distributions with respect to clauses (a) through (e) under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement, or

· if either of conditions (1) or (2) described under “Description of the Notes— The Notes—The Class B Notes—Subordination of the Class B Notes” above is in effect, the excess, if any, of (x) the amount on deposit in the capitalized interest account on the distribution date following those distributions with respect to clauses (a) through (d) under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement over (y) the Class B Noteholders’ Interest Distribution Amount.

“Class A Note Interest Shortfall” means, for any distribution date, the sum for all of the class A notes of the excess of:

· the amount of interest that was payable on the preceding distribution date to each class of class A notes, over

· the amount of interest actually distributed with respect to each class of class A notes on that preceding distribution date,

plus interest on the amount of that excess, to the extent permitted by law, at the interest rate applicable for each class of class A notes from that preceding distribution date to the current distribution date.

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“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:

· the amount of interest accrued at the respective class A note interest rate for the related accrual period on the aggregate outstanding balance of the class A notes on the applicable immediately preceding distribution date (or in the case of the initial distribution date, the closing date) after giving effect to all principal distributions to class A noteholders on preceding distribution dates; and

· the Class A Note Interest Shortfall for that distribution date.

“Class A Noteholders’ Principal 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.

In addition, on the maturity date for the notes, the principal required to be distributed to the class A noteholders will include the amount required to reduce the outstanding balance of the notes to zero.

“Class B Note Interest Shortfall” means, for any distribution date, the excess of:

· the amount of interest that was payable on the preceding distribution date to the class B notes, over

· the amount of interest actually distributed with respect to the class B notes on that preceding distribution date,

plus interest on the amount of that excess, to the extent permitted by law, at the interest rate applicable for the class B notes from that preceding distribution date to the current distribution date.

“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:

· the amount of interest accrued at the class B note interest rate for the related accrual period on the outstanding balance of the class B notes on the immediately preceding distribution date (or in the case of the first distribution date, the closing date) after giving effect to all principal distributions to class B noteholders on preceding distribution dates, and

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· the Class B Note Interest Shortfall for that distribution date.

“Class B Noteholders’ Principal Distribution Amount” means, for any distribution date, the excess of:

(1) the Principal Distribution Amount for that distribution date, over

(2) the Class A Noteholders’ Principal Distribution Amount for that distribution date;

provided that the Class B Noteholders’ Principal Distribution Amount will not exceed the outstanding principal balance 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 principal balance of the class B notes to zero.

“Clearstream, Luxembourg” means Clearstream Banking, sociéte anonyme, or any successor thereto.

“Code” means The Internal Revenue Code of 1986, as amended.

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

“Eligible Cap Counterparty” means an entity engaged in the business of entering into derivative instrument contracts that meets the then published criteria of the rating agencies for a cap counterparty to be eligible to provide interest rate caps to transactions similar to this transaction, or that otherwise satisfies the Rating Agency Condition.

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

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

“FFELP” means the Federal Family Education Loan Program.

“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 on the closing date.

“Pool Balance” means, for any date, 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:

· all payments received by the trust through that date from borrowers, the guaranty agencies and the Department of Education;

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· all amounts received by the trust through that date for trust student loans repurchased by the depositor or purchased by any of the sellers or the servicer [subservicer];

· all liquidation proceeds and Realized Losses on the trust student loans liquidated through that date;

· the amount of any adjustments to balances of the trust student loans that the servicer makes under the servicing agreement through that date; and

· the amount by which guarantor reimbursements of principal of defaulted trust student loans through that date are reduced from 100% to such other applicable percentages as are required by the risk sharing provisions of the Higher Education Act.

“Principal Distribution Amount” means, for any distribution date, the amount, not less than zero, by which (a) the aggregate outstanding principal balance of the notes immediately prior to such distribution date exceeds (b) the Adjusted Pool Balance for that distribution date less the Specified Overcollateralization Amount.  Notwithstanding the foregoing, (i) on or after the maturity date for each class of notes, the Principal Distribution Amount shall not be less than the amount that is necessary to reduce the outstanding principal balance of such class of notes to zero, and (ii) the Principal Distribution Amount shall not exceed the aggregate outstanding principal balance of the notes as of any distribution date (before giving effect to any distributions on such distribution date).

“Rating Agency Condition” means the written confirmation or reaffirmation, as the case may be, from each rating agency then engaged by the sponsor to rate any class of notes that any intended action will not result in the downgrading or withdrawal of its then-current rating of such 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 a student loan to the extent allocable to principal, including any interest that had been or had been expected to be capitalized.

“SEC” means the United States Securities and Exchange Commission.

[“Significance Estimate” means, as of the closing date, with respect to the swap agreement, the reasonable good faith estimate of the maximum probable exposure of the trust to the swap counterparty, which estimate is made in the same manner as that utilized in the sponsor’s internal risk management process for similar instruments.]

[“Significance Percentage” means, as of the closing date, the percentage that the Significance Estimate represents of the notes.]

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“Significant Guarantor” means any guaranty agency that guarantees trust student loans comprising at least 10% of the initial trust student loans by outstanding principal balance as of the statistical cutoff date.

“Specified Overcollateralization Amount” means for any distribution date, the greater of:

(a) [__]% of the Adjusted Pool Balance for that distribution date; and

(b)           $[___________].

“Specified Reserve Account Balance” means, for any distribution date, the greater of:

(a) [___]% of the Pool Balance as of the close of business on the last day of the related collection period; and

(b) $[______];

provided that in no event will that balance exceed the outstanding principal balance of the notes.

“Trust Accounts”  means, collectively, the collection account, the reserve account, the capitalized interest account, the supplemental purchase account and the floor income rebate account.

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ANNEX A

CHARACTERISTICS OF THE INITIAL TRUST STUDENT LOAN POOL

The initial trust student loans were selected from a portfolio of student loans owned by the Sellers or one of their affiliates by employing several criteria, including requirements that each trust student loan as of the statistical cutoff date (and with respect to each additional trust student loan, as of its related subsequent cutoff date, to be specified at the time of its sale to the trust):

· is a FFELP loan that is guaranteed as to at least (1) 100% with respect to trust student loans with an initial date of disbursement prior to October 1, 1993, (2) 98% with respect to trust student loans with an initial date of disbursement prior to July 1, 2006 and on or after October 1, 1993 or (3) 97% with respect to trust student loans with an initial date of disbursement on or after July 1, 2006, of its principal and interest by a guaranty agency under a guarantee agreement and the guaranty agency is, in turn, reinsured by the Department of Education in accordance with the FFELP under a guarantee agreement;

· contains terms in accordance with those required by FFELP, the guarantee agreements and other applicable requirements;

· [had its first disbursement prior to October 1, 2007];

· is fully disbursed;

· is not more than [___] days past due;

· does not have a borrower who is noted in the related records of the servicer as being currently involved in a bankruptcy proceeding; and

· has special allowance payments, if any, based on the three-month commercial paper rate, the 91-day Treasury bill rate or [___]-month LIBOR.

Unless otherwise specified, all information with respect to the initial trust student loans is presented herein as of ________ __, 200__, which is the statistical cutoff date.

The following tables provide a description of specified characteristics of the initial trust student loans as of the statistical cutoff date. The aggregate outstanding principal balance of the initial trust student loans in each of the following tables includes the principal balance due from borrowers, plus accrued interest to be capitalized of $_________ as of the statistical cutoff date.  For ease of administration, the servicer separates a consolidation loan on its system into two separate loan segments representing subsidized and unsubsidized segments of the same loan.  The following tables reflect those loan segments within the number of loans.  In addition, [_____] borrowers have more than on trust student loan.

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The distribution by weighted average interest rate applicable to the initial trust student loans on any date following the statistical cutoff date may vary significantly from the information shown in the following tables as a result of variations in the effective rates of interest applicable to the initial trust student loans and in rates of principal reduction. Moreover, the information below about the weighted average remaining term to maturity of the initial trust student loans as of the statistical cutoff date may vary significantly from the actual term to maturity of any of the initial trust student loans as a result of prepayments or the granting of grace, deferment and forbearance periods.

The following tables also contain information concerning the total number of loans and the total number of borrowers in the portfolio of initial trust student loans.

Percentages and dollar amounts in any table may not total 100% or the initial trust student loan balance, as applicable, due to rounding.

COMPOSITION OF THE INITIAL TRUST STUDENT LOANS AS OF THE STATISTICAL CUTOFF DATE

Aggregate Outstanding Principal Balance

Aggregate Outstanding Principal Balance—Treasury Bill

Aggregate Outstanding Principal Balance—Commercial Paper

Number of Borrowers

Average Outstanding Principal Balance Per Borrower

Number of Loans

Range of Outstanding Principal Balances

Average Outstanding Principal Balance Per Loan

—Treasury Bill

Percentage of Loans indexed to Treasury Bill

Average Outstanding Principal Balance Per Loan

—Commercial Paper

Percentage of Loans indexed to Commercial Paper

Range of Remaining Terms to Scheduled Maturity

Weighted Average Remaining Term to Scheduled Maturity

Range of Annual Borrower Interest Rates

Weighted Average Annual Borrower Interest Rate

[Percent of Stafford Loans]

[Percent of PLUS Loans]

[Percent of Consolidation Loans]

[Aggregate Outstanding Principal Balance—Stafford]

[Aggregate Outstanding Principal Balance—PLUS]

[Aggregate Outstanding Principal Balance—Consolidation]

We determined the weighted average remaining term to maturity shown in the table from the statistical cutoff date to the stated maturity date of the applicable initial trust student loan without giving effect to any deferment or forbearance periods that may be granted in the future. See Appendix A to the base prospectus.

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The weighted average annual borrower interest rate shown in the table is exclusive of special allowance payments. The weighted average spread for special allowance payments, to the 91-day Treasury bill rate was ____% as of the statistical cutoff date.

The weighted average spread, including special allowance payments, to the three-month commercial paper rate was ____% as of the statistical cutoff date. See “Federal Family Education Loan Program—Special Allowance Payments” in Appendix A to the prospectus.

For these purposes, the three-month commercial paper rate is the average of the bond equivalent rates of the three-month commercial paper (financial) rates in effect for each of the days in a calendar quarter as reported by the Federal Reserve in Publication H.15 (or its successor) for that calendar quarter. The 91-day Treasury bill rate is the weighted average per annum discount rate, expressed on a bond equivalent basis and applied on a daily basis, for direct obligations of the United States with a maturity of thirteen weeks, as reported by the U.S. Department of the Treasury.  The weighted average spread for special allowance payments to the one-month LIBOR index was [___]% as of the statistical cut-off date.

DISTRIBUTION OF THE INITIAL TRUST STUDENT LOANS BY BORROWER INTEREST RATES AS OF THE STATISTICAL CUTOFF DATE

Interest Rates	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Less than or equal to 3.00%
3.01% to 3.50%
3.51% to 4.00%
4.01% to 4.50%
4.51% to 5.00%
5.01% to 5.50%
5.51% to 6.00%
6.01% to 6.50%
6.51% to 7.00%
7.01% to 7.50%
7.51% to 8.00%
8.01% to 8.50%
Equal to or greater than 8.51%
Total

We have determined the interest rates shown in the table above using the interest rates applicable to the initial trust student loans as of the statistical cutoff date.  Because some of the initial trust student loans bear interest at variable rates of interest that reset annually effective as of July 1 of each year, and because, as a general matter, loans with different interest rates are likely to be repaid at different rates, this information will not remain applicable to the initial trust student loans in the future.  See Appendix A to the base prospectus.

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DISTRIBUTION OF THE INITIAL TRUST STUDENT LOANS BY OUTSTANDING

PRINCIPAL BALANCE PER BORROWER AS OF THE STATISTICAL CUTOFF DATE

Range of Outstanding Principal Balance		Number of Borrowers	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Less than $5,000.00
$	5,000.00 — $9,999.99
$	10,000.00 — $14,999.99
$	15,000.00 — $19,999.99
$	20,000.00 — $24,999.99
$	25,000.00 — $29,999.99
$	30,000.00 — $34,999.99
$	35,000.00 — $39,999.99
$	40,000.00 — $44,999.99
$	45,000.00 — $49,999.99
$	50,000.00 — $54,999.99
$	55,000.00 — $59,999.99
$	60,000.00 — $64,999.99
$	65,000.00 — $69,999.99
$	70,000.00 — $74,999.99
$	75,000.00 — $79,999.99
$	80,000.00 — $84,999.99
$	85,000.00 — $89,999.99
$	90,000.00 — $94,999.99
$	95,000.00 — $99,999.99
$100,000.00 and above
Total

______________

* Represents a percentage greater than 0% but less than 0.05%.

DISTRIBUTION OF THE INITIAL TRUST STUDENT LOANS BY DELINQUENCY

STATUS AS OF THE STATISTICAL CUTOFF DATE

Number of Days Delinquent	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
0-30
31-60
61-90
121-150
151-180
181-210
Total

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DISTRIBUTION OF THE INITIAL TRUST STUDENT LOANS

BY REMAINING TERM TO SCHEDULED MATURITY

AS OF THE STATISTICAL CUTOFF DATE

Number of Months Remaining to Scheduled Maturity	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
0 to 3
4 to 12
13 to 24
25 to 36
37 to 48
49 to 60
61 to 72
73 to 84
85 to 96
97 to 108
109 to 120
121 to 132
133 to 144
145 to 156
157 to 168
169 to 180
181 to 192
193 to 204
205 to 216
217 to 228
229 to 240
241 to 252
253 to 264
265 to 276
277 to 288
289 to 300
301 to 312
313 to 324
325 to 336
337 to 348
349 to 360
361 and greater
Total

_____________________

* Represents a percentage greater than 0% but less than 0.05%.

A-5

DISTRIBUTION OF THE INITIAL TRUST STUDENT LOANS BY CURRENT

BORROWER PAYMENT STATUS AS OF THE STATISTICAL CUTOFF DATE

Current Borrower Payment Status	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
In-School
Grace
Deferment
Forbearance
Repayment
First year in repayment
Second year in repayment
Third year in repayment
More than 3 years in repayment
Total

Current borrower payment status refers to the status of the borrower of each initial trust student loan as of the statistical cutoff date. The borrower:

· may still be attending school—in school;

· may be in a grace period after completing school and prior to repayment commencing—grace;

· may have temporarily ceased repaying the loan through a deferment or a forbearance period; or

· may be currently required to repay the loan—repayment.

See Appendix A to the base prospectus.

The weighted average number of months in repayment for all initial trust student loans currently in repayment is approximately ____, calculated as the term to maturity at the commencement of repayment less the number of months remaining to scheduled maturity as of the statistical cutoff date.

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SCHEDULED WEIGHTED AVERAGE REMAINING MONTHS IN STATUS OF THE

INITIAL TRUST STUDENT LOANS BY CURRENT BORROWER PAYMENT STATUS

AS OF THE STATISTICAL CUTOFF DATE

	Scheduled Remaining Months in Status
Current Borrower Payment Status	In-School	Grace	Deferment	Forbearance	Repayment
In-School
Grace
Deferment
Forbearance
Repayment

We have determined the scheduled weighted average remaining months in status shown in the previous table without giving effect to any deferment or forbearance periods that may be granted in the future.  Of the $___________ aggregate outstanding principal balance of the initial trust student loans in deferment as of the statistical cutoff date, $_________ or approximately ___% of such loans are to borrowers who had not graduated as of that date. We expect that a significant portion of these loans could qualify for additional deferments or forbearances at the end of their current deferral periods as the related borrowers continue their education beyond their current degree programs.  As a result, the overall duration of any applicable deferment and forbearance periods as well as the likelihood of future deferments and forbearance periods within this pool of trust student loans is likely to be higher than in other pools of student loans without similar numbers of in-school consolidation loans.  See Appendix A to the base prospectus.

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GEOGRAPHIC DISTRIBUTION OF THE INITIAL TRUST STUDENT LOANS AS OF

THE STATISTICAL CUTOFF DATE

State	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Other
Total

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We have based the geographic distribution shown in the table on the billing addresses of the borrowers of the initial trust student loans shown on the servicer’s records as of the statistical cutoff date.

Each of the trust student loans provides or will provide for the amortization of its outstanding principal balance over a series of regular payments. Except as described below, each regular payment consists of an installment of interest which is calculated on the basis of the outstanding principal balance of the trust student loan. The amount received is applied first to interest accrued to the date of payment and the balance of the payment, if any, is applied to reduce the unpaid principal balance. Accordingly, if a borrower pays a regular installment before its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater. Conversely, if a borrower pays a monthly installment after its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less. In addition, if a borrower pays a monthly installment after its scheduled due date, the borrower may owe a fee on that late payment. If a late fee is applied, that payment will be applied first to the applicable late fee, second to interest and third to principal. As a result, the portion of the payment applied to reduce the unpaid principal balance may be less than it would have been had the payment been made as scheduled.

In either case, subject to any applicable deferment periods or forbearance periods, and except as provided below, the borrower pays a regular installment until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding principal balance of that trust student loan.

Each of the sellers makes available, through the servicer, to borrowers of student loans it holds, payment terms that may result in the lengthening of the remaining term of the student loans. For example, not all of the loans owned by the sellers provide for level payments throughout the repayment term of the loans. Some student loans provide for interest-only payments to be made for a designated portion of the term of the loans, with amortization of the principal of the loans occurring only when payments increase in the latter stage of the term of the loans. Other loans provide for a graduated phase in of the amortization of principal with a greater portion of principal amortization being required in the latter stages than would be the case if amortization were on a level payment basis. Each of the sellers also offers, through the servicer, an income-sensitive repayment plan, under which repayments are based on the borrower’s income. Under that plan, ultimate repayment may be delayed up to five years. Borrowers under trust student loans will continue to be eligible for the graduated payment and income-sensitive repayment plans. See “Sallie Mae’s Student Loan Financing Business” in the base prospectus.

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The following table provides certain information about initial trust student loans subject to the repayment terms described in the preceding paragraphs.

DISTRIBUTION OF THE INITIAL TRUST STUDENT LOANS BY LOAN TYPE AS OF

THE STATISTICAL CUTOFF DATE

Loan Type	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Subsidized
Unsubsidized
Total

DISTRIBUTION OF THE INITIAL TRUST STUDENT LOANS BY REPAYMENT

TERMS AS OF THE STATISTICAL CUTOFF DATE

Loan Repayment Terms	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Level Payment(1)
Other Repayment Options(2)
Total

_______________________

(1)           Includes in-school and grace periods.

(2)           Graduated repayment loans include loans with interest-only periods.

[With respect to interest-only loans, there are ____ loans with an outstanding principal balance of $_______ currently in an interest-only period.  The lengths of the applicable interest-only periods, as of the statistical cutoff date, range from ____ months to ___ months, with a weighted average remaining interest-only period of ___ months.]

The servicer, at the request of the sellers or the depositor and on behalf of the trust, may in the future offer repayment terms similar to those described above to borrowers of loans in the trust who are not entitled to these repayment terms as of the statistical cutoff date. If such repayment terms are offered to and accepted by borrowers, the weighted average life of the securities could be lengthened.

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The following table provides information about the initial trust student loans regarding date of disbursement.

DISTRIBUTION OF THE INITIAL TRUST STUDENT LOANS BY

DATE OF DISBURSEMENT AS OF

THE STATISTICAL CUTOFF DATE

Disbursement Date	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
September 30, 1993 and earlier
October 1, 1993 through June 30, 2006
July 1, 2006 through September 30, 2007
Total

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Guaranty Agencies for Trust Student Loans.  The eligible lender trustee has entered into a separate guarantee agreement with each of the guaranty agencies listed below, under which each of the guarantors has agreed to serve as guarantor for specified initial trust student loans.

The following table provides information with respect to the portion of the initial trust student loans guaranteed by each guarantor:

DISTRIBUTION OF THE INITIAL TRUST STUDENT LOANS BY

GUARANTY AGENCY AS OF THE STATISTICAL CUTOFF DATE*

Name of Guaranty Agency	Number of Loans Guaranteed	Aggregate Outstanding Principal Balance of Loans Guaranteed	Percent of Pool by Outstanding Principal Balance Guaranteed
Total

________________________

* Additional trust student loans may be guaranteed by a guarantee agency not shown above.

**           Represents a percentage greater than 0% but less than 0.05%.

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SIGNIFICANT GUARANTOR INFORMATION

The information shown for the Significant Guarantors relates to all student loans, including but not limited to initial trust student loans, guaranteed by the Significant Guarantors.

We obtained the following information from various sources, including from the related Significant Guarantor and/or from the Department of Education.  None of the depositor, the sellers, the servicer, their affiliates or the underwriters has audited or independently verified this information for accuracy or completeness.

[DISCLOSURE REGARDING EACH SIGNIFICANT GUARANTOR AND ITS GUARANTEE VOLUME, RESERVE RATIO, AND CLAIMS RATE WILL BE INCLUDED IN THE APPLICABLE PROSPECTUS SUPPLEMENT.]

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EXHIBIT I

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED MATURITIES OF THE NOTES

[The following information describes two models (CLR and CPR), one or both of which will be used to calculate the weighted average lives and expected maturities of the notes in the relevant prospectus supplement.]

Prepayments on pools of student loans can be measured or calculated based on a variety of prepayment models.  The models used to calculate these prepayments are the constant prepayment rate (or “CPR”) model and the consolidation loan ramp (or “CLR”) model.

The CPR Model

The CPR model is based on prepayments assumed to occur at a constant percentage rate.  CPR is stated as an annualized rate and is calculated as the percentage of the loan amount outstanding at the beginning of a period (including accrued interest to be capitalized), after applying scheduled payments, that are paid during that period. The CPR model assumes that student loans will prepay in each month according to the following formula:

Monthly Prepayments = Balance After Scheduled Payments x (1-(1-CPR)^1/12)

Accordingly, monthly prepayments assuming a $1,000 balance after scheduled payments would be as follows for the percentages of CPR listed below:

CPR	0%	4%	8%	12%	16%
Monthly Prepayment	$[___]	$[___]	$[___]	$[___]	$[___]

The CLR Model

The CLR model assumes that:

· student loans will prepay at a CPR of 1/15 of 1.0% one month after origination;

· the CPR will increase by a rate of 1/15 of 1.0% per month through the 119th month after origination; and

· the CPR will be constant at 8% per annum in the 120th month after origination and in all subsequent months.

This assumption is called “100% CLR.”  For example, at 100% CLR, student loans with a loan age of 72 months are assumed to prepay at 4.80% CPR; at 50% CLR, student loans with a loan age of 48 months are assumed to prepay at 1.60% CPR; at 200% CLR, student loans with a loan age of 96 months are assumed to prepay at 12.80% CPR; and so forth.  The following table illustrates the CPR in effect for the indicated months of seasoning at various percentages of CLR.

I-1

Constant Prepayment Rate

	Number of Months Seasoning
		24	48	72	96	120
Percentage of CLR
50%
100%
150%
200%

Neither the CPR model nor the CLR model purports to describe historical prepayment experience or to predict the prepayment rate of any actual student loan pool.  The student loans will not prepay at any constant CPR or any constant percentage of CLR, nor will all of the student loans prepay at the same rate.  You must make an independent decision regarding the appropriate principal prepayment scenarios to use in making any investment decision.

Additional Assumptions

For purposes of the CLR model and the CPR model, it is assumed, among other things, that:

· the statistical cutoff date for the trust student loans is ________ __, 20__;

· the closing date will be ________ __, 20__;

· all trust student loans (as grouped within the "rep lines" described below) are in repayment status (with accrued interest having been capitalized upon entering repayment), with the exception of in-school status loans, which are assumed to have a 6-month grace period before moving to repayment, and no trust student loan moves from repayment to any other status;

· [the trust student loans that are (i) non-subsidized Stafford loans not in repayment status, (ii) subsidized Stafford loans in forbearance status, or (iii) SLS or PLUS loans, have interest accrued and capitalized upon entering repayment;]

· [the trust student loans that are subsidized Stafford loans and are in in-school, grace or deferment status, have interest paid (interest subsidy payments) by the Department of Education quarterly, based on a quarterly calendar accrual period;]

· no delinquencies or defaults occur on any of the trust student loans, no repurchases for breaches of representations, warranties or covenants occur and all borrower payments are collected in full;

I-2

· consolidation rebate fees are paid based on the principal balance of the student loans at the beginning of the related monthly collection period and reduce the amount in the collection account that would otherwise earn investment income;

· there are government payment delays of 60 days for interest subsidy and special allowance payments;

· index levels for calculation of borrower and government payments are:

· a 91-day Treasury bill rate of [___]%;

· a three-month commercial paper rate of [___]%; and

· a 1-year Treasury bill rate that equals the 91-day Treasury bill rate;

· distributions begin on ________ __, 20__, and payments are made monthly on the [25th] day of every calendar month thereafter, whether or not the [25th] is a business day;

· the interest rate for each class of outstanding notes at all times will be equal to:

· class A-1 notes: [___]%;

· class A-2 notes: [___]%; and

· class B notes: [___]%;

· an administration fee equal to $[________] is paid monthly by the trust to the administrator, beginning in _______ 20__;

· a servicing fee equal to 1/12 of the then outstanding principal amount of the trust student loans times 0.50% is paid monthly by the trust to the servicer;

· the reserve account has an initial balance equal to $[________] and at all times a balance equal to the greater of (1) [___]% of the Pool Balance and (2) $[________];

· the collection account has an initial balance equal to $0;

· the capitalized interest account has an initial balance equal to $[________], on the _______ 20__ distribution date, funds on deposit in the capitalized interest account in excess of $[________] will be transferred to the collection account and included in Available Funds on that distribution date, and on the _______ 20__ distribution date, all funds remaining on deposit in the capitalized interest account will be included in Available Funds;

· [under the interest rate swap agreement[s], the trust will pay the a LIBOR-based floating rate of interest in exchange for a fixed rate of interest with respect to the class A-2 notes;]

I-3

· the trust will enter into no [other] swap or other interest rate hedging agreements;

· all payments are assumed to be made at the end of the month and amounts on deposit in the collection account, reserve account and capitalized interest account, including reinvestment income earned in the previous month, net of servicing fees and consolidation rebate fees, are reinvested in eligible investments at the assumed reinvestment rate of [___]% per annum through the end of the collection period, and reinvestment earnings are available for distribution from the prior collection period;

· the average loan age is [__] months;

· prepayments on the trust student loans are applied monthly in accordance with CLR or CPR, as the case may be, as described above;

· an optional redemption by the servicer occurs on the distribution date immediately following the collection period during which the Pool Balance equals or falls below 10% of the Initial Pool Balance; and

· the pool of trust student loans consists of [__] representative loans (“rep lines”), which have been created for modeling purposes from individual trust student loans based on combinations of similar individual student loan characteristics, which include, but are not limited to, loan status, interest rate, loan type, index, margin, rate cap and remaining term to maturity.

The following tables have been prepared based on the assumptions described above (including the assumptions regarding the characteristics and performance of the rep lines, which will differ from the characteristics and performance of the actual pool of trust student loans) and should be read in conjunction therewith.  In addition, the diverse characteristics, remaining terms and loan ages of the trust student loans could produce slower or faster principal payments than indicated in the following tables, even if the dispersions of weighted average characteristics, remaining terms and loan ages are the same as the assumed characteristics, remaining terms and loan ages.

I-4

CLR Tables

The following tables show the weighted average remaining lives, expected maturity dates and percentages of original principal remaining of each class of notes at various percentages of CLR from the closing date until the optional redemption date.

Weighted Average Lives and Expected Maturities of the Notes

at Various CLR Percentages

Weighted Average Life (years)(1)	[0]%	[4]%	[8]%	[12]%	[16]%
Class A Notes
Class B Notes
Expected Maturity Date
Class A Notes
Class B Notes

______________________

 (1) The weighted average life of the notes (assuming a 360-day year consisting of twelve 30-day months) is determined by: (1) multiplying the amount of each principal payment on the applicable class of notes by the number of years from the closing date to the related distribution date, (2) adding the results, and (3) dividing that sum by the aggregate principal amount of the applicable class of notes as of the closing date.

Class A-1 Notes

Percentages Of Original Principal Of The Notes Remaining At Certain  

Distribution Dates At Various CLR Percentages

Distribution Date	[0]%	[4]%	[8]%	[12]%	[16]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

I-5

Class A-2 Notes

Percentages Of Original Principal Of The Notes Remaining At Certain

Distribution Dates At Various CLR Percentages

Distribution Date	[0]%	[4]%	[8]%	[12]%	[16]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

Class B Notes

Percentages Of Original Principal Of The Notes Remaining At Certain

Distribution Dates At Various CLR Percentages

Distribution Date	[0]%	[4]%	[8]%	[12]%	[16]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

I-6

CPR Tables

The following tables show the weighted average remaining lives, expected maturity dates and percentages of original principal of each class of notes at various percentages of CPR from the closing date until the optional redemption date.

Weighted Average Lives and Expected Maturities of the Notes

at Various CPR Percentages

Weighted Average Life (years)(1)	[0]%	[4]%	[8]%	[12]%	[16]%
Class A Notes
Class B Notes
Expected Maturity Date
Class A Notes
Class B Notes

______________________

(1)   The weighted average life of the notes (assuming a 360-day year consisting of twelve 30-day months) is determined by: (1) multiplying the amount of each principal payment on the applicable class of notes by the number of years from the closing date to the related distribution date, (2) adding the results, and (3) dividing that sum by the aggregate principal amount of the applicable class of notes as of the closing date.

Class A-1 Notes

Percentages Of Original Principal Of The Notes Remaining At Certain

Distribution Dates At Various CPR Percentages

Distribution Date	[0]%	[4]%	[8]%	[12]%	[16]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

I-7

Class A-2 Notes

Percentages Of Original Principal Of The Notes Remaining At Certain

Distribution Dates At Various CPR Percentages

Distribution Date	[0]%	[4]%	[8]%	[12]%	[16]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

Class B Notes

Percentages Of Original Principal Of The Notes Remaining At Certain

Distribution Dates At Various CPR Percentages

Distribution Date	[0]%	[4]%	[8]%	[12]%	[16]%
Closing Date	100%	100%	100%	100%	100%
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__
_______ 20__

I-8

PRINCIPAL OFFICES

ISSUING ENTITY

SLM STUDENT LOAN TRUST 20[__]-[_]

[________]

DEPOSITOR

SLM FUNDING LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

SPONSOR, SERVICER AND ADMINISTRATOR

SALLIE MAE, INC.

2001 Edmund Halley Drive

Reston, Virginia 20191

ELIGIBLE LENDER TRUSTEE   [__________________]   DELAWARE TRUSTEE   [__________________]     INDENTURE TRUSTEE AND PAYING AGENT [__________________]  

[LUXEMBOURG LISTING AGENT]

[________________]

LEGAL ADVISORS TO THE DEPOSITOR, THE TRUST, THE SERVICER AND THE ADMINISTRATOR

BINGHAM MCCUTCHEN LLP 399 Park Avenue New York, New York 10022 RICHARDS, LAYTON & FINGER, P.A. 920 King Street Wilmington, Delaware 19801 SHEARMAN & STERLING LLP 801 Pennsylvania Avenue, N.W. Washington, D.C. 20004 2604

LEGAL ADVISORS TO THE UNDERWRITERS

CADWALADER, WICKERSHAM & TAFT LLP 700 Sixth Street, N.W. Washington, D.C. 20001 SHEARMAN & STERLING LLP 801 Pennsylvania Avenue, N.W. Washington, D.C. 20004 2604  

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG LLP

1676 International Drive, Suite 1200

McLean, Virginia 22102

$________________

SLM Student Loan Trust 20[__]-[_]

Issuing Entity

$ Floating Rate Class A-1 Student Loan-Backed Notes

$ Floating Rate Class A-2 Student Loan-Backed Notes

 $ Floating Rate Class B Student Loan-Backed Notes     

SLM Funding LLC

Depositor

Sallie Mae, Inc.

Sponsor, Servicer and Administrator

_____________

[Joint Book-Runners]

_____________

[Co-Managers]

_____________

_______ __, 20___

You should rely only on the information contained or incorporated by reference in this prospectus supplement and base prospectus. We have not authorized anyone to provide you with different information.

We are not offering the notes in any state or other jurisdiction where the offer is prohibited.  Until _______ __, 20___ (90 days after the date of this prospectus supplement), all dealers effecting transactions in the notes, whether or not participating in this distribution, may be required, if requested by a potential investor, to deliver a written copy of this prospectus supplement and base prospectus. This delivery requirement is in addition to the obligation of dealers to deliver this prospectus supplement and base prospectus, if so requested, when acting as underwriters and with respect to their unsold allotments or subscriptions.

[FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE RE-OFFERING BY SLM FUNDING LLC OF CERTAIN OUTSTANDING CLASSES OF PREVIOUSLY REGISTERED AUCTION-RATE NOTES (WHERE EITHER SLM FUNDING LLC

OR SLM EDUCATION CREDIT FUNDING LLC WAS THE APPLICABLE ORIGINAL REGISTRANT) THAT HAVE BEEN ACQUIRED BY AFFILIATES OF THE REGISTRANTS IN VARIOUS OPEN MARKET TRANSACTIONS]

This document is subject to completion and amendment.  This document does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be a sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.  The definitive terms of the transaction described herein will be described in the final version of this document

Subject to Completion, dated [_________], [__], 2013

Prospectus Supplement To Prospectus dated __________, ___ 20___

[FORM OF]

Prospectus Supplement

relating to the reoffering of

$[_______________]

Class [A-__] [B-__] [C-__] Notes

SLM Student Loan Trust [20__-__]

Issuing Entity

SLM Funding LLC

Selling Securitiesholder [and Depositor]

[SLM Education Credit Funding LLC]

[Auction Rate Notes Depositor]

Sallie Mae, Inc.

Sponsor, Servicerand Administrator

Student Loan-Backed Notes

SLM Funding LLC (the “selling securitiesholder”) is reoffering the class [A-__] [B-__] [C-__] notes (the “auction rate notes”).  The auction rate notes were originally issued by SLM Student Loan Trust [20__-__] (the “trust” or the “issuing entity”) on __________, 20__.  The selling securitiesholder owns [100%] [___%] of the auction rate notes all of which are being offered for sale hereunder. [The remaining [__%] of the auction rate notes are not being offered for sale.]  The selling securitiesholder and/or affiliates of the selling securitiesholder purchased the auction rate notes in one or more open market purchases and is reoffering the auction rate notes pursuant to the terms set forth herein.  The selling securitiesholder is [also the depositor of the trust.] [affiliated with SLM Education Credit Funding LLC, the special purpose entity that acted as the depositor for the trust.  Both the selling securitiesholder and the auction rate notes depositor are wholly owned subsidiaries of SLM Education Credit Finance Corporation.]

Class	Outstanding Principal Amount	Interest Rate	Legal Maturity Date
Auction Rate Class [A-__] [B-__] [C-__] Notes	[$___________]	Auction	[___________ 20__]

Other than as provided herein, no person has been authorized to give any information or to make any representations other than those contained in this prospectus supplement and, if given or made, such information or representations must not be relied upon. This prospectus supplement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities other than the auction rate notes nor an offer of such securities to any person in any state or other jurisdiction in which it is unlawful to make such offer or solicitation. The delivery of this prospectus supplement at any time does not imply that the information herein is correct as of any time after its date.  The selling securitiesholder is offering the auction rate notes at the prices shown below when and if issued.  We are not offering the notes in any state or other jurisdiction where the offer is prohibited.

You should consider carefully the risk factors on page S-[___] of this prospectus supplement and on page [___] of the base prospectus.  The auction rate notes are asset-backed securities issued by and are obligations of the issuing entity, which is a trust. They are not obligations of or interests in SLM Corporation, the sponsor, administrator, servicer, depositor, the selling securitiesholder, or any of their affiliates.  The notes are not guaranteed or insured by the United States or any governmental agency.	Proceeds to the Price to Public                                Selling Securitiesholder Per Auction Rate Class [A-__] [B-__] [C-__] Note [____%] [____%] We expect the proceeds to the selling securitiesholder in respect of the notes to be [$_______] before deducting expenses payable by the selling securitiesholder estimated to be [$________]. Neither the Unites States Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved the securities or determined whether this prospectus supplement or the base prospectus is accurate or complete.  Any contrary representation is a criminal offense.
	SLM Funding LLC Selling Securitiesholder
		_____________ 20__

INTRODUCTION

The Student Loan-Backed Notes issued by SLM Student Loan Trust [20__-__] consist of the auction rate class [A-__] [B-__] [C-__] notes (the “auction rate notes”) and the class [A-__,] class [A-__,] class [A-__,]   and class [A-__] notes (collectively referred to as the “floating rate class A notes”) and the class [B-___] notes (which, together with the floating rate class A notes, are referred to as the “floating rate notes” and the floating rate notes, together with the auction rate notes, are referred to as the “notes”).  As of the date of this prospectus supplement, the [class A-__] and [class A-__] notes have been paid in full and are no longer outstanding.  No class of notes other than the auction rate class [A-__] [B-__] [C-__] notes (collectively referred to as the “other notes”) is being offered under this prospectus supplement.  Any information contained herein with respect to the other notes is provided only to present a better understanding of the auction rate notes.  The auction rate notes and the other notes were originally offered for sale pursuant to the prospectus supplement, dated [_________ 20__] and the related prospectus, dated [_________ 20__].

The notes were issued on [_______ 20__] (referred to as the “original closing date”), are obligations of a trust known as SLM Student Loan Trust [20__-__] (referred to as the “trust”) and are secured by the assets of the trust, which consist primarily of a pool of federally guaranteed [consolidation] student loans (the “trust student loans”).  Principal of the notes (including the auction rate notes) are generally payable as described herein on the [25th] day of each [January, April, July and October] or, if such day is not a business day, then on the next business day (each, a “quarterly distribution date”).  Interest on the floating rate notes will also be paid on each quarterly distribution date; however, the auction rate notes will be paid interest monthly ( each an “auction rate distribution date").

Beginning on [_________ 20__] the auction rate notes experienced a failed auction, which [is still continuing] [continued monthly until the auction date in [______, 20__]].  The selling securitiesholder and/or its affiliates began purchasing the auction rate notes during the period of failed auctions and have held the auction rate notes [continuously through the date hereof] [through successful bids on each auction date following the re-establishment of a functioning auction market for the auction rate notes].  [The auction rate notes continue to be auctioned every month, but continue to experience failed auctions and are expected to continue to experience failed auctions for the foreseeable future after [______ 20__] (the “reoffering date”).]  [Following this period of consecutive failed auctions, the auction rate notes had their first successful auction date on [__________ 20__] and have been the successfully monthly auctioned on every monthly auction date] through and including [______ 20__] (the “reoffering date”).]

The selling securitiesholder owns [100%] [___%] of the auction rate notes [all] [only ___%] of which are being offered for sale hereunder. [The remaining [__%] of the auction rate notes are owned by third-parties and are not being offered for sale.]  Subsequent to the close of this reoffering the selling securitiesholder will [not own any] [own ___%] of the outstanding auction rate notes.

i

[THIS FORM OF PROSPECTUS SUPPLEMENT FOR A REOFFERING OF PREVIOUSLY REGISTERED AUCTION RATE NOTES ASSUMES THAT THE RELATED UNDERLYING POOL OF TRUST STUDENT LOANS OWNED BY THE APPLICABLE ISSUING ENTITY CONSISTS EXCLUSIVELY OF FEDERALLY GUARANTEED STUDENT LOANS.  SHOULD AN UNDERLYING POOL INSTEAD CONSIST OF PRIVATE EDUCATION LOANS, APPLICABLE ASSET-RELATED DISCLOSURE WOULD BE REVISED TO REFLECT THE COMPOSITION OF THAT PARTICULAR ISSUING ENTITY’S ASSETS (AND REMOVE, AMONG OTHER ITEMS, REFERENCES TO THE APPLICABILITY OF THE HIGHER EDUCATION ACT OF 1965, AS AMENDED, THE FEDERAL FAMILY EDUCATION LOAN PROGRAM, GUARANTORS OF STUDENT LOANS AND THE REQUIREMENT FOR AN ELIGIBLE LENDER TRUSTEE).  SEE THE FORM OF PROSPECTUS SUPPLEMENT RELATING TO PRIVATE EDUCATION LOANS FOR SAMPLE DISCLOSURE REGARDING PRIVATE EDUCATION LOANS THAT WOULD BE APPLICABLE FOR ANY PROSPECTUS SUPPLEMENT THAT REOFFERS AUCTION RATE NOTES BACKED BY A POOL OF PRIVATE EDUCATION LOANS.  STRUCTURAL RELATED DISCLOSURE REGARDING AUCTION RATE NOTES PRESENTED HEREIN WOULD REMAIN MATERIALLY SIMILAR IRRESPECTIVE OF THE PARTICULAR ISSUING ENTITY’S UNDERLYING STUDENT LOAN ASSETS.]

ii

TABLE OF CONTENTS

Prospectus Supplement

	Page
Summary of Note Terms	S-1
·       Issuing Entity	S-1
·       Depositor	S-1
·       [Auction Rate Notes Depositor]	S-1
·       Selling Securitiesholder	S-1
·       Sponsor, Servicer and Administrator	S-1
·       Indenture Trustee	S-1
·       Eligible Lender Trustee	S-1
·       Delaware Trustee	S-1
·       Broker Dealer	S-1
·       Auction Agent	S-1
·       Original Closing Date	S-2
·       Reoffering Closing Date	S-2
·       Statistical Disclosure Date	S-2
·       Auction Rate Notes	S-2
·       Prepayments, Extensions, Weighted Average Lives And Expected Maturities Of The Auction Rate Notes	S-3
·       The Other Notes	S-3
·       All Notes	S-4
·       Indenture Trustee And Paying Agent	S-6
·       [Luxembourg Paying Agent]	S-6
·       Eligible Lender Trustee	S-6
·       Delaware Trustee	S-6
·       Auction Agent	S-6
·       Broker-Dealer	S-7
·       Administrator And Sponsor	S-7
·       Information About The Trust	S-7
·       Administration Of The Trust	S-11
·       Termination Of The Trust	S-16
·       Tax Considerations	S-17
·       ERISA Considerations	S-18
·       Ratings	S-18
·       Listing Information	S-18
·       Risk Factors	S-19
·       Identification Numbers	S-19
Risk Factors	S-20
·       Federal Financial Regulatory Legislation Could Have An Adverse Effect On SLM Corporation, Sallie Mae, The Servicer, The Administrator, The Depositor, The Selling Securitiesholder, The Sellers And The Trust, Which Could Result In Losses Or Delays In Payments On Your Notes	S-20
·       Illiquidity; Illiquid Market Conditions May Occur From Time To Time	S-21
·       The Notes Are Not Suitable Investments For All Investors	S-22
·       Sequential Payment Of The Notes Results In A Greater Risk Of Loss	S-22
·       Your Notes May Have A Degree Of Basis Risk, Which Could Compromise The Trust’s Ability To Pay Principal Of And Interest On Your Notes	S-22
·       Certain Actions Can Be Taken Without Noteholder Approval	S-23
·       The Bankruptcy Of The ServicerCould Delay The Appointment Of A SuccessorServicer Or Reduce PaymentsOn Your Notes	S-23
·       The Trust May Be Affected By Delayed Payments From Borrowers Called To Active Military Service	S-23
·       Rating Agencies May Have A Conflict Of Interest	S-24

iii

·       A Lowering Of The Credit Rating Of The United States of America May Adversely Affect The Market Value of Your Notes	S-24
·       The Interest Rates On The Auction Rate Notes Are Subject To Limitations Which Could Reduce Your Yield	S-24
·       Auction Procedures And Transfer Requirements May Limit The Liquidity And Marketability Of Your Auction Rate Notes	S-25
·       Actions By A Broker-Dealer Could Affect Interest Rates On Your Auction Rate Notes	S-25
·       The Lack Of A Market for Auction Rate Securities Could Again In The Future Result In Prolonged Periods Of Failed Auctions And A Loss Of Liquidity	S-26
Defined Terms	S-27
The Trust	S-27
·       General	S-27
·       Capitalization of the Trust	S-28
·       Eligible Lender Trustee	S-29
·       Delaware Trustee	S-30
·       Indenture Trustee	S-31
·       SPE Seller	S-31
·       The Selling Securitiesholder [and Depositor]	S-31
·       [The Auction Rate Notes Depositor]	S-32
Use Of Proceeds	S-32
The Trust Student Loan Pool	S-32
·       General	S-32
·       Eligible Trust Student Loans	S-33
·       Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions	S-33
·       Characteristics of the Trust Student Loans	S-37
·       Insurance of Student Loans; Guarantors of Student Loans	S-38
·       Cure Period for Trust Student Loans	S-40
·       Consolidation of Federal Benefit Billings and Receipts and Guarantor Claims with Other Trusts	S-41
[Recent Developments]	S-42
Description Of The Notes	S-42
·       General	S-42
·       The Notes	S-42
·       The Auction Rate Notes	S-46
·       Notice of Interest Rates	S-52
·       Accounts	S-52
·       Servicing Compensation	S-53
·       Distributions	S-53
·       Distributions Following an Event of Default and Acceleration of the Maturity of the Notes	S-57
·       Voting Rights and Remedies	S-59
·       Credit Enhancement	S-59
·       [Potential Future Interest Rate Cap Agreement]	S-60
·       Administration Fee	S-61
·       Trust Fees	S-62
·       Determination of Indices	S-62
·       Optional Purchase	S-62
·       Auction of Trust Assets	S-63
Static Pools	S-64
Prepayments, Extensions, Weighted Average Lives And Expected Maturities Of The Auction Rate Notes	S-64
U.S. Federal Income Tax Consequences	S-65
[European Union Directive On The Taxation Of Savings Income]	S-66
Erisa Considerations	S-66
Accounting Considerations	S-68
Reports To Noteholders	S-68

iv

Plan Of Distribution	S-68
Notices To Investors	S-69
Listing Information	S-70
Ratings	S-71
Compliance With Article 122A Of The Capital Requirements Directive	S-72
Legal Matters	S-72
Glossary	S-73
Annex A  The Trust Student Loan Pool as of the Original Closing Date	A-1
Annex B  The Trust Student Loan Pool as of the Statistical Disclosure Date	B-1
Exhibit I Prepayments Extensions, Weighted Remaining Average Lives And Expected Maturities Of The Auction Rate Notes	I-1

v

TABLE OF CONTENTS

Base Prospectus

	Page
Prospectus Summary	8
Risk Factors	21
Formation of the Issuing Entities	45
Use of Proceeds	47
The Depositor	48
The Auction Rate Notes Depositor	50
The Sponsor, Servicer and Administrator	50
The Sellers	52
The Student Loan Pools	53
The Companies’ Student Loan Financing Business	56
Transfer and Servicing Agreements	67
Servicing and Administration	71
Trading Information	84
Description of the Notes	86
Additional Information Regarding the Notes	93
Certain Legal Aspects of the Student Loans	137
U.S. Federal Income Tax Consequences	143
European Union Directive on the Taxation of Savings Income	156
State Tax Consequences	157
ERISA Considerations	157
Available Information	160
Reports to Noteholders	160
Incorporation of Documents by Reference	161
The Plan of Distribution	161
Legal Matters	164
Appendix A: Federal Family Education Loan Program	A-1
Appendix B:  Undergraduate and Graduate Loan Programs	B-1
Appendix C:  Law Loan Programs	C-1
Appendix D:  MBA Loan Programs	D-1
Appendix E:  Medical Loan Programs	E-1
Appendix F:  Dental Loan Programs	F-1
Appendix G:  Direct-to-Consumer Loan Programs	G-1
Appendix H:  Private Consolidation Loan Program	H-1
Appendix I:  Career Training Loan Program	I-1
Appendix J:  EFG Loan Programs	J-1
Appendix K:  Smart Option Student Loan Program	K-1
Appendix L: Global Clearance, Settlement and Tax Documentation Procedures	L-1

vi

INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND ATTACHED THE BASE PROSPECTUS

We provide information to you about the auction rate notes in two separate sections of this document that provide progressively more detailed information.  These two sections are: (a) the accompanying base prospectus (referred to as the “base prospectus”), which begins after the end of this prospectus supplement and which provides general information about the issuing entity, the trust student loans and the notes, some of which will not apply to the auction rate notes, and (b) this  prospectus supplement, which describes the specific terms of the auction rate notes that are being offered hereby and provides information about the trust student loans as of [______, 20__].  You should read both the base prospectus and this prospectus supplement to fully understand the auction rate notes.

For your convenience, we include cross-references in this prospectus supplement and in the base prospectus to captions in these materials where you can find related information.  The Table of Contents on page [__] provides the pages on which you can find these captions.

[The auction rate notes are currently listed on the Luxembourg Stock Exchange.  You should consult with __________, the Luxembourg listing agent for the auction rate notes, for additional information regarding their status.]

NOTICES TO INVESTORS

[THIS PROSPECTUS SUPPLEMENT HAS BEEN PREPARED ON THE BASIS THAT, ANY OFFER OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF NOTES.  ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF NOTES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS PROSPECTUS SUPPLEMENT MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE TRUST OR THE SELLING SECURITIESHOLDER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE IN RELATION TO SUCH OFFER.  NEITHER THE TRUST NOR THE SELLING SECURITIESHOLDER HAVE AUTHORIZED, NOR DO ANY OF THEM AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE TRUST OR THE SELLING SECURITIESHOLDER TO PUBLISH A PROSPECTUS FOR SUCH OFFER.  THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/ED (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION “2010 PD AMENDING DIRECTIVE” MEANS DIRECTIVE 2010/73/EU.]

vii

[THIS PROSPECTUS SUPPLEMENT IS BEING DISTRIBUTED ONLY TO AND IS DIRECTED ONLY AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), (III) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (IV) PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR SALE OF ANY NOTES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS “RELEVANT PERSONS”).  ACCORDINGLY, BY ACCEPTING DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE RECIPIENT WARRANTS AND ACKNOWLEDGES THAT IT IS SUCH A RELEVANT PERSON.  THE NOTES ARE AVAILABLE ONLY TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH NOTES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS.  ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS PROSPECTUS SUPPLEMENT OR ANY OF ITS CONTENTS.  THIS COMMUNICATION MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.]

FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference in this prospectus supplement and the base prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items.  These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words.  Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results.  Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond our control.  Because we cannot predict the future, what actually happens may be very different from what is contained in our forward-looking statements.

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SUMMARY OF NOTE TERMS

This summary highlights selected information about the auction rate notes. It does not contain all of the information that you might find important in making your investment decision.  It provides only an overview to aid your understanding.  You should read the full description of this information appearing elsewhere in this document and in the attached base prospectus.  We have provided information in this prospectus supplement with respect to the other notes in order to further the understanding by potential investors of the auction rate notes.

ISSUING ENTITY

SLM Student Loan Trust 20[__]-[_], which is a Delaware statutory trust.  It was formed on ________ __, 20__, under a short-form trust agreement dated the same date, which was amended and restated on [________ 20__].  Its principal address is in care of the eligible lender trustee, at [_____________].  We sometimes refer to the issuing entity as the trust.

DEPOSITOR

SLM Funding LLC, which is a Delaware limited liability company.  Its principal address is 2001 Edmund Halley Drive, Reston, Virginia 20191.

[AUCTION RATE NOTES DEPOSITOR]

[SLM Education Credit Funding LLC, which is a Delaware limited liability company.  Its principal address is 2001 Edmund Halley Drive, Reston, Virginia 20191.]

SELLING SECURITIESHOLDER

SLM Funding LLC, [which is a Delaware limited liability company.  Its principal address is 2001 Edmund Halley Drive, Reston, Virginia 20191.]

SPONSOR, SERVICER AND ADMINISTRATOR

Sallie Mae, Inc., which is a Delaware corporation.  Its principal address is 2001 Edmund Halley Drive, Reston, Virginia 20191.  We sometimes refer to Sallie Mae, Inc. as either the Administrator or the Servicer, as applicable.

Sallie Mae, Inc. is an affiliate of the selling securitiesholder.

INDENTURE TRUSTEE

[______________]

ELIGIBLE LENDER TRUSTEE

[______________]

DELAWARE TRUSTEE

[______________]

BROKER DEALER

[______________]

AUCTION AGENT

[______________]

ORIGINAL CLOSING DATE

[_________ 20__]

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REOFFERING CLOSING DATE

On or about [_________ 20__]

STATISTICAL DISCLOSURE DATE

[_________ 20__]

AUCTION RATE NOTES

Interest will accrue generally on the principal balance of the auction rate notes during the related accrual period and will be paid on the related auction rate distribution date.

An accrual period for the auction rate notes begins on each auction rate distribution date for the auction rate notes and ends on the day before the next auction rate distribution date.

The interest rate for the auction rate notes is determined at auction.  For each applicable auction period, the interest rate for the auction rate notes will equal the least of:

· the rate determined pursuant to the auction procedures described under “Description of the Notes—The Notes—The Auction Rate Notes” in this prospectus supplement;

· a maximum rate, equal to the least of:

· LIBOR for a period comparable to the auction period plus a margin expected to be approximately [1.50%] for each class of auction rate notes, depending upon the ratings of the auction rate notes;

· [18.0%]; and

· the maximum rate permitted by law; and

· the auction student loan rate, which is the weighted average interest rate of the trust student loans, minus specified administrative expenses.

For the auction rate notes, we will calculate interest based on the actual number of days elapsed in each accrual period divided by 360.

The period between auctions for the auction rate notes will generally be 28 days, subject to adjustment if the auction period would begin or end on a non-business day.  The length of the auction period or the auction date for the auction rate notes may change as described under “Description of the Notes—The Notes—The Auction Rate Notes” in this prospectus supplement.

If, on the first day of any auction period, a payment default on the auction rate notes has occurred and is continuing, the interest rate for that accrual period will be the non-payment rate, which is one-month LIBOR plus [1.50%.]

If, in any auction, all the auction rate notes subject to the auction are subject to hold orders, the interest rate for that accrual period will equal the all-hold rate, which is the three-month LIBOR rate for a period comparable to the auction period less [0.20%.]

Denominations. The auction rate notes will be available for purchase in minimum denominations of $50,000 and additional increments of $50,000.  The notes will be available only in book-entry form through The Depository Trust Company, Clearstream, Luxembourg and the Euroclear System.  You will not receive a certificate representing your auction rate notes except in very limited circumstances.

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PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED MATURITIES OF THE AUCTION RATE NOTES

The projected weighted average lives of the auction rate notes to maturity under various usual and customary prepayment scenarios may be found under “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Auction rate notes,”included as Exhibit I to this prospectus supplement.

THE OTHER NOTES

On the original closing date, the trust also issued its class A-__, class A-___, class A-__, class A-__ and class B-__ notes, as more specifically described below.

Floating Rate Class A Notes:

· Class [A-__] Student Loan-Backed Notes in the original principal amount of [$_________], none of which remain outstanding;

· Class [A-__] Student Loan-Backed Notes in the original principal amount of [$_________], none of which remain outstanding;

· Class [A-__] Student Loan-Backed Notes in the original principal amount of [$_________], and currently outstanding in the amount of [$_________];

· Class [A-__] Student Loan-Backed Notes in the original principal amount of [$_________], and currently outstanding in the amount of [$_________].

Class B Notes:

· Class [B-__] Student Loan-Backed Notes in the original principal amount of [$____________], and currently outstanding in the amount of [$_________].

We sometimes refer to:

· class [A-__] [B-__] [C-__] notes as the auction rate notes;

· the floating rate class A notes [and the auction rate notes] collectively as the class A notes;

· the floating rate class A notes and the class [B-___] notes as the floating rate notes;

· the class [B-___] notes [and the auction rate notes] as the class B notes; and

· the floating rate notes [and the auction rate notes] as the notes.

Interest Rates.  The outstanding floating rate notes bear interest at an annual rate equal to the sum of three-month LIBOR and the applicable spread listed in the table below:

Class	Spread
Class [A-__]	plus [___%]
Class [A-__]	plus [___%]
Class [B-__]	plus [___%]
[Class [C-__]	plus [__%]]

For all classes of floating rate notes, the administrator determines LIBOR as specified under “Additional Information Regarding the Notes—Determination of Indices—LIBOR” in the base prospectus.  For the floating rate notes, interest is calculated based on the actual number of days elapsed in each accrual period and a 360-day year.

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ALL NOTES

Interest Payments.  Interest accrues on the outstanding principal balance of the notes during each accrual period and is payable on the related quarterly distribution date for each class of floating rate notes and each auction rate distribution date for the auction rate notes.

An accrual period for the floating rate notes begins on a quarterly distribution date and ends on the day before the next quarterly distribution date.

An accrual period for auction rate notes that bear a fixed rate of interest will begin on the [25th]day of the month of the immediately preceding auction rate distribution date and end on the [24th] day of the month of the current auction rate distribution date.

Principal Payments.  Principal is payable or allocable on each quarterly distribution date in an amount generally equal to (a) the principal distribution amount for that quarterly distribution date plus (b) any shortfall in the payment of principal as of the preceding quarterly distribution date.

Priority of Principal Payments.    We apply or allocate principal sequentially on each quarterly distribution date as follows:

·     first, the class A noteholders’ principal distribution amount:

· sequentially, to the class [A-__] and class [A-__] notes, in that order, until their respective principal balances are reduced to zero; and then

· to the auction rate notes until their principal balance is reduced to zero (in even lots of $50,000); and

    ·    second, on each quarterly distribution date on and after the stepdown date, and provided that no trigger event is in effect on such quarterly distribution date, the class B noteholders’ principal distribution amount, to the class B notes, until their principal balance is reduced to zero.

On each quarterly distribution date prior to the stepdown date, which occurred on the [______ 20__] quarterly distribution date, the class B notes were not entitled to any payments of principal.  On each quarterly distribution date on and after the stepdown date, provided that no trigger event is in effect, the class B notes will continue to be entitled to their pro rata share of principal, subject to the existence of sufficient available funds.

The class A noteholders’ principal distribution amount is equal to the principal distribution amount times the class A percentage, which is equal to 100% minus the class B percentage.  The class B noteholders’ principal distribution amount is equal to the principal distribution amount times the class B percentage.

The class B percentage was 0% prior to the stepdown date and will be 0% on every other quarterly distribution date if a trigger event is in effect.  On each other quarterly distribution date, the class B percentage is the percentage obtained by dividing:

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· the aggregate principal balance of the class B notes, by 

· the aggregate principal balance of all outstanding notes determined immediately prior to that quarterly distribution date.

A trigger event will be in effect on any quarterly distribution date if the outstanding principal balance of the notes, less any amounts on deposit in the accumulation account, exclusive of investment earnings and after giving effect to distributions to be made on that quarterly distribution date, would exceed the adjusted pool balance for that quarterly distribution date.

See “Description of the Notes—Distributions” in this prospectus supplement for a more detailed description of principal payments.

Maturity Dates.

The class [A-__] notes were repaid in full on the [______ 20__] quarterly distribution date.

The class [A-__] notes were repaid in full on the [______ 20__] quarterly distribution date.

Each class of outstanding notes will mature no later than the date set forth in the table below for that class:

Class	Maturity Date
Class [A-__]	[______ 20__]
Class [A-__]	[______ 20__]
Class [B-__]	[______ 20__]
[Class [C-__]	[______ 20__]]

The auction rate notes will mature on [______ 20__].

The actual maturity of any class of outstanding notes could occur earlier if, for example:

· there are prepayments on the trust student loans;

· the servicer exercises its option to purchase all remaining trust student loans, which will not occur until the first quarterly distribution date on which the pool balance is [10%] or less of the initial pool balance; or

· the servicer has exercised its purchase option described above, the indenture trustee auctions the remaining trust student loans, which absent an event of default under the indenture, will not occur until the first quarterly distribution date on which the pool balance is [10%] or less of the initial pool balance.

The initial pool balance is equal to the sum of: (i) the pool balance as of the original closing date and (ii) all amounts deposited into the supplemental purchase account and the add-on consolidation loan account on the original closing date.

Subordination of the Class B Notes.  Payments of interest on the class B notes will be subordinate to payments of interest on the class A notes.  In general, payments of principal of the class B notes will be subordinate to the payment of both interest on and principal of the class A notes.  See “Description of the Notes—The Notes— The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement.  

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[Potential Future Interest Rate Cap Agreement.  At any time, at the written direction of the administrator, the trust may enter into one or more interest rate cap agreements (collectively, the “potential future interest rate cap agreement”) with one or more eligible swap counterparties (collectively, the “potential future cap counterparty”) to hedge some or all of the interest rate risk of the notes.  Any payment due by the trust to a potential future cap counterparty would be payable only out of funds available for distribution under clause (p)(1) of “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement.  Any payments received from a potential future cap counterparty would be included in available funds.  It is not anticipated that the trust would be required to make any payments to any potential future cap counterparty under any potential future interest rate cap agreement other than an upfront payment and, in some circumstances, a termination payment.  See “Description of the Notes—Potential Future Interest Rate Cap Agreement” in this prospectus supplement.]

As of the reoffering closing date, the trust will not have entered into any potential future interest rate cap agreements.]

Security for the Notes.  The notes are secured by the assets of the trust, primarily the trust student loans.

INDENTURE TRUSTEE AND PAYING AGENT

The trust issued the notes under an indenture dated as of [______ 20__] .  Under the indenture, [_________] acts as successor indenture trustee for the benefit of, and to protect the interests of, the noteholders and acts as paying agent for the notes.

[LUXEMBOURG PAYING AGENT]

[As long as the rules of the Luxembourg Stock Exchange require a Luxembourg paying agent, the depositor will cause one to be appointed.  [____________] acts as the Luxembourg paying agent with respect to any of the notes listed on the Official List of the Luxembourg Stock Exchange and traded on the Luxembourg Stock Exchange’s Euro MTF Market.]

ELIGIBLE LENDER TRUSTEE

The trust was created under a trust agreement dated as of [______ 20__].  [_________], is the successor eligible lender trustee under the trust agreement.  It holds legal title to the assets of the trust.

DELAWARE TRUSTEE

[______________], a Delaware banking corporation, is the Delaware trustee.  The Delaware trustee acts in the capacities required under the Delaware Statutory Trust Act and under the trust agreement.  Its principal Delaware address is [__________________].

AUCTION AGENT

[___________] will act as auction agent with respect to the auction rate notes.

BROKER-DEALER

[_______________] is acting as [sole] broker-dealer with respect to the auction rate notes, although additional broker-dealers may be appointed in the future.

The broker-dealer will be entitled to fees in connection with an auction of the auction rate notes, which together with the auction agent fees will not exceed the product of [___%] per annum and the outstanding principal balance of the auction rate notes.

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ADMINISTRATOR AND SPONSOR

Sallie Mae, Inc. (“Sallie Mae”) is the sponsor of the trust and acts as the administrator of the trust under an administration agreement dated as of the original closing date.  Sallie Mae is a Delaware corporation and a wholly-owned subsidiary of SLM Corporation.  Subject to certain conditions, Sallie Mae may transfer its obligations as administrator to an affiliate.

INFORMATION ABOUT THE TRUST

The trust is a Delaware statutory trust.

The only activities of the trust that are currently permitted are acquiring, owning and managing the trust student loans and the other assets of the trust, issuing and making payments on the notes, entering into any potential future interest rate cap agreements and making payments thereunder and other related activities.  See “The Trust—General” in this prospectus supplement.

[SLM Funding LLC,] [SLM Education Credit Funding LLC, a special purpose entity that is an affiliate of the selling securitiesholder,] as depositor, after acquiring the student loans from one of SLM Education Credit Finance Corporation (“SLM ECFC”) or [__________] (the “SPE Seller”) under separate purchase agreements, sold them to the trust under a sale agreement (we sometimes refer to SLM ECFC and the SPE Seller as the “sellers”), each dated as of the original closing date.  The depositor is a limited liability company of which SLM ECFC is the sole member.  [_______], as interim eligible lender trustee, initially held legal title to the student loans for the depositor under an interim trust arrangement prior to their transfer to the trust and then as eligible lender trustee for the benefit of the trust under the trust agreement.  [_________] now serves as successor interim eligible lender trustee on behalf of the depositor and successor eligible lender trustee on behalf of the trust.

Its Assets

The assets of the trust include:

· the trust student loans;

· collections and other payments on the trust student loans;

· funds it currently holds or will hold from time to time in its trust accounts, including the collection account; the reserve account and the capitalized interest account;

· its rights under the transfer and servicing agreements, including the right to require the SPE Seller (or Sallie Mae, as servicer, acting on its behalf), SLM ECFC, the depositor or the servicer to repurchase trust student loans from it or to substitute loans under certain conditions;

· [its rights under any potential future interest rate cap agreement, if applicable;] and

· its rights under the guarantee agreements with guarantors.

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The rest of this section describes the trust student loans and trust accounts more fully.

Trust Student Loans.  The trust student loans are education loans to students and parents of students made under the Federal Family Education Loan Program, known as the FFELP.  [All of the trust student loans are consolidation loans.]

Consolidation loans are used to combine a borrower’s obligations under various federally authorized student loan programs into a single loan.  See “Appendix A—Federal Family Education Loan Program” in this prospectus supplement, which supersedes in its entirety Appendix A to the base prospectus.

The trust student loans were selected from student loans owned by SLM ECFC or the SPE Seller, or their affiliates, based on the criteria established by the depositor, as described in the base prospectus.

Guaranty agencies described in this document guarantee all of the trust student loans.  They are also reinsured by the United States Department of Education (which we refer to as the Department of Education).

Initial Trust Student Loans.  The initial trust student loans had a pool balance of approximately [$________] as of the original cutoff date.  On the original closing date, [$________] was deposited into the supplemental purchase account and during the supplemental purchase period, [$________] aggregate principal balance of trust student loans was added to the pool balance through the purchase of additional student loans using funds on deposit in the supplemental purchase account.  On the original closing date, [$________] was deposited into the add-on consolidation loan account and during the consolidation loan add-on period, [$________] aggregate principal balance of trust student loans was added to the pool balance through the purchase of add-on consolidation loans using funds on deposit in the add-on consolidation loan account.  The trust student loans have a pool balance of approximately [$________] as of the statistical disclosure date.

As of the statistical disclosure date, (i) the weighted average annual borrower interest rate of the trust student loans was approximately [___%] and (ii) the weighted average remaining term of the trust student loans to scheduled maturity was approximately [___] months.

Special allowance payments on [___%] of the trust student loans by principal balance (as of the statistical disclosure date) are based on the 91-day treasury bill rate. Special allowance payments on [___%] of the trust student loans by principal balance (as of the statistical disclosure date) are based on the one-month LIBOR rate.

Approximately [___%] of the trust student loans by principal balance (as of the statistical disclosure date) are segments of consolidation loans that have a variable rate of interest that is not subject to any cap on the interest rate and that is not eligible to receive special allowance payments or interest subsidy payments.

For more details concerning the trust student loans, see “Annex A—The Trust Student Loan Pool as of the Original Closing Date” and “ Annex B—The Trust Student Loan Pool as of the Statistical Disclosure Date” attached to this prospectus supplement.

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Collection Account. The administrator established and maintains the collection account as an asset of the trust in the name of the indenture trustee.  The administrator will deposit collections on the trust student loans, interest subsidy payments and special allowance payments into the collection account, as described in this prospectus supplement and the base prospectus.

Reserve Account.    The administrator established and maintains the reserve account as an asset of the trust in the name of the indenture trustee.  As of the [__________ 20__] quarterly distribution date, the amount on deposit in the reserve account was [$_________].  Funds in the reserve account may be replenished on each quarterly distribution date by additional funds available from the trust after all prior required distributions have been made.  See “Description of the Notes—Distributions.”

Amounts in the reserve account in excess of the specified reserve account balance (as described below) on any quarterly distribution date, after the payments described below, will be deposited into the collection account for distribution on that quarterly distribution date.

The specified reserve account balance is the amount required to be maintained in the reserve account.  The specified reserve account balance for any quarterly distribution date will be equal to the greater of:

· [0.25%] of the pool balance at the end of the related collection period and

· [$_________].

The specified reserve account balance will be subject to adjustment as described in this prospectus supplement.  In no event will it exceed the outstanding principal balance of the notes, less all amounts then on deposit in the accumulation account (exclusive of investment earnings), if any.

The reserve account will be available to cover any shortfalls in payments of the primary servicing fee, the administration fee, the auction agent and broker-dealer fees, the class A noteholders’ interest distribution amount, the class B noteholders’ interest distribution amount.  As of the [__________ 20__] quarterly distribution date, amounts on deposit in the reserve account have not been required for these purposes.

In addition, the reserve account will be available:

· on the related maturity date for each class of class A notes [including the auction rate notes] and upon termination of the trust, to cover shortfalls in payments of the class A noteholders’ principal and accrued interest to the related class of notes; and

· on the class [B-__] notes maturity date [and the maturity date of the auction rate notes] and upon termination of the trust, to cover shortfalls in payments of the class B noteholders’ principal and accrued interest, any carryover servicing fees, and any carryover amounts.

The reserve account enhances the likelihood of payment to noteholders.  In certain circumstances, however, the reserve account could be depleted.  This depletion could result in shortfalls in distributions to noteholders.

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If the market value of the reserve account, together with amounts on deposit in the supplemental interest account on any quarterly distribution date, is sufficient to pay the remaining principal (for such purpose, as reduced by all amounts, other than investment earnings, on deposit in the accumulation account) and interest accrued on the notes and any carryover servicing fee, amounts on deposit in those accounts will be so applied on that quarterly distribution date.  See “Description of the Notes—Credit Enhancement—Reserve Account” in this prospectus supplement.

Capitalized Interest Account.  All funds on deposit in the capitalized interest account that was created and funded on the original closing date were transferred to the collection account on the [_________ 20__] quarterly distribution date.  No additional sums were subsequently or will be deposited into this account.

Floor Income Rebate Account.  The administrator has established and will maintain a floor income rebate account as an asset of the trust in the name of the indenture trustee.  On or before each monthly allocation date, the administrator will instruct the indenture trustee to transfer from the collection account to the floor income rebate account the monthly accrual of interest paid by borrowers on trust student loans originated on or after April 1, 2006 that exceeds the special allowance support levels applicable to such trust student loans, which we refer to in this prospectus supplement as “floor income.”  These deposited amounts will be used to offset the amount of floor income, if any, that is expected to be netted by the Department of Education against the interest subsidy payments and/or special allowance payments otherwise due to the trust for that collection period.  At the end of the next succeeding collection period all sums deposited into the floor income rebate account during the previous collection period will be withdrawn on the related quarterly distribution date and become part of available funds on such date.

[Overcollateralization.  Overcollateralization represents the amount by which the sum of the pool balance and the specified reserve account balance exceeds the aggregate outstanding principal balance of the notes and is intended to provide credit enhancement for the notes.  On the original closing date, the overcollateralization amount was approximately [$_______.]  On the reoffering closing date, the overcollateralization amount is expected to be approximately [$__________.] The application of available funds set forth under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement is designed to build the level of overcollateralization to, and maintain it at, a specified overcollateralization amount.  The amount of overcollateralization will vary from time to time depending on the rate and timing of principal payments on the trust student loans, capitalization of interest, certain borrower fees and the incurrence of losses, if any, on the trust student loans.  See “Description of the Notes—Credit Enhancement—Overcollateralization” in this prospectus supplement.]

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ADMINISTRATION OF THE TRUST

Distributions

Sallie Mae, Inc., as administrator, will instruct the indenture trustee to withdraw funds on deposit in the collection account, future distribution account and, to the extent required, the reserve account and the capitalized interest account on each monthly allocation date and/or quarterly distribution date, as applicable.  To the extent the auction rate notes do not have an auction rate distribution date that is also a quarterly distribution date, that class will be allocated the applicable amount but will not be paid until the next applicable auction rate distribution date.  Available funds will be applied on each applicable auction rate distribution date and quarterly distribution date generally as shown in the charts on pages [__] and [__] of this prospectus supplement.

On or prior to the [15th] business day of each month, the administrator will instruct the indenture trustee to make the following allocations on the [25th] calendar day of the same month or the next succeeding business day if such [25th] day is not a business day, which we refer to in this prospectus supplement as a “monthly allocation date,” with funds on deposit in the collection account:

· first, deposit into the future distribution account for the servicer, the amounts of the primary servicing fee that will accrue for the related calendar month plus previously accrued and unpaid or set aside amounts;

· second, deposit into the future distribution account for the administrator, the amount of the administration fee that will accrue for the related calendar month plus previously accrued and unpaid or set aside amounts;

· third, deposit into the future distribution account, pro rata for the auction agent and the broker-dealer, an amount equal to their respective fees expected to be payable from the calendar day after the current calendar month’s quarterly distribution date or monthly allocation date through the following quarterly distribution date or monthly allocation date, as the case may be, plus previously accrued and unpaid or set aside amounts; and

· fourth, deposit into the future distribution account, for each class of class A notes an amount equal to interest expected to accrue on the class A notes from the calendar day after the current calendar month’s quarterly distribution date or monthly allocation date through the following quarterly distribution date or monthly allocation date, as the case may be, plus previously accrued and unpaid or set aside amounts.

On each auction rate distribution date that is not also a quarterly distribution date, the indenture trustee will make the following distributions:

· first, from amounts deposited in the future distribution account that were allocated to the auction agent and the broker-dealer, and then from amounts on deposit in the collection account, pro rata, to the auction agent and the broker-dealer; the respective fees of the auction agent and the broker-dealer;

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· second, from amounts deposited in the future distribution account that were allocated to the auction rate notes, and then from amounts on deposit in the collection account, pro rata, to the auction rate noteholders, an amount equal to interest payable thereon;

· third, from amounts deposited in the future distribution account that were allocated to the auction rate notes on the immediately preceding quarterly distribution date, pro rata, to the auction rate noteholders, an amount equal to principal payable thereon; and

· fourth, from amounts deposited in the future distribution account that were allocated to the auction rate notes on the immediately preceding quarterly distribution date, pro rata, to the auction rate noteholders, an amount equal to any carryover amounts and interest on any carryover amounts with respect thereto.

On each quarterly distribution date that is not also an auction rate distribution date for any class of auction rate notes, in lieu of making payments on that date of principal and carryover amounts to that class of auction rate notes, these amounts will be deposited into the future distribution account.  Amounts on deposit in the future distribution account with respect to principal and carryover amounts allocated to any class of auction rate notes will be paid to the auction rate notes on their next related auction rate distribution date.

If an auction rate distribution date for the auction rate notes coincides with a quarterly distribution date, all previously deposited funds in the future distribution account that are required to be disbursed to the auction agent, broker-dealer and related auction rate noteholders on such quarterly distribution date will be transferred to the collection account and will become part of available funds on such date..

See “Description of the Notes— Distributions” in this prospectus supplement for a more detailed description of distributions.

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Transfer of the Assets to the Trust

Under a sale agreement, the depositor sold the trust student loans to the trust, with the eligible lender trustee holding legal title to the trust student loans.

If the depositor breaches a representation under the sale agreement regarding a trust student loan, generally the depositor will have to cure the breach, repurchase or replace that trust student loan or reimburse the trust for losses resulting from the breach.

Each seller has similar obligations under the related purchase agreement.  See “Transfer and Servicing Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in the base prospectus.

Servicing of the Assets

Under a servicing agreement, Sallie Mae, as servicer, is responsible for servicing, maintaining custody of and making collections on the trust student loans.  It also bills and collects payments from the guaranty agencies and the Department of Education.  See “Servicing and Administration” in the base prospectus.

The servicer manages and operates the loan servicing functions for the Sallie Mae family of companies.  The servicer may enter into subservicing agreements with respect to some or all of its servicing obligations, but these arrangements will not affect the servicer’s obligations to the trust.  Under some circumstances, the servicer may transfer its obligations as servicer.  See “Servicing and Administration—Certain Matters Regarding the Servicer” in the base prospectus.

If the servicer breaches a covenant under the servicing agreement regarding a trust student loan, generally it will have to cure the breach, purchase that trust student loan or reimburse the trust for losses resulting from the breach.  See “The Trust Student Loan Pool—Insurance of Student Loans; Guarantors of Student Loans” in this prospectus supplement.

Compensation of the Servicer

The servicer receives two separate fees: a primary servicing fee and a carryover servicing fee.

The primary servicing fee for any month is equal to 1/12th of an amount not to exceed [0.50%] of the outstanding principal amount of the trust student loans.

The primary servicing fee is payable in arrears out of available funds and amounts on deposit in the reserve account on the [25th] day of each month, or if the [25th day is not a business day, then on the next business day.  Fees are calculated as of the first day of the preceding calendar month.  Fees include amounts from any prior monthly servicing payment dates that remain unpaid.

The carryover servicing fee is payable to the servicer on each quarterly distribution date out of available funds.

The carryover servicing fee is the sum of:

· the amount of specified increases in the costs incurred by the servicer;

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· the amount of specified conversion, transfer and removal fees;

· any amounts described in the first two bullets that remain unpaid from prior quarterly distribution dates; and

· interest on any unpaid amounts.

See “Description of the Notes—Servicing Compensation” in this prospectus supplement.

TERMINATION OF THE TRUST

The trust will terminate upon:

· the maturity or other liquidation of the last trust student loan and the disposition of any amount received upon its liquidation; and

· the payment of all amounts required to be paid to the noteholders.

See “The Student Loan Pools—Termination” in the base prospectus.

Optional Purchase

The servicer may purchase or arrange for the purchase of all remaining trust student loans on any quarterly distribution date when the pool balance is [10%] or less of the initial pool balance.

The exercise of this purchase option will result in the early retirement of the remaining notes, including an early distribution of all amounts then on deposit in any accumulation account.  The purchase price will equal the amount required to prepay in full, including all accrued and unpaid interest, the remaining trust student loans as of the end of the preceding collection period, but will not be less than a prescribed minimum purchase amount.

This prescribed minimum purchase amount is the amount that would be sufficient to:

· pay to noteholders the interest payable on the related quarterly distribution date; and

· reduce the outstanding principal amount of each class of notes then outstanding on the related quarterly distribution date to zero, taking into account all amounts then on deposit in any accumulation account.

The pool balance as of the statistical disclosure date is approximately [___%] of the initial pool balance.

Auction of Trust Assets

The indenture trustee will offer for sale all remaining trust student loans on the first quarterly distribution date on which the pool balance is less than or equal to [10%] of the initial pool balance.

The trust auction date will be the third business day before the related quarterly distribution date.  An auction will be consummated only if the servicer has first waived its optional purchase right as described under “—Optional Purchase” above.  The servicer will waive its option to purchase

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the remaining trust student loans if it fails to notify the eligible lender trustee and the indenture trustee, in writing, that it intends to exercise its purchase option before the indenture trustee accepts a bid to purchase the trust student loans.  The selling securitiesholder, the depositor and [its] [their] affiliates, including Sallie Mae, SLM ECFC and unrelated third parties may offer bids to purchase the trust student loans.  The depositor or any affiliate may not submit a bid representing greater than fair market value of the trust student loans.

If at least two bids are received, the indenture trustee will solicit and re-solicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids.  The indenture trustee will accept the highest of the remaining bids if it equals or exceeds the higher of:

· the minimum purchase amount described under “—Optional Purchase” above (plus any amounts owed to the servicer as carryover servicing fees); and

· the fair market value of the trust student loans as of the end of the related collection period.

If at least two bids are not received or the highest bid after the re-solicitation process does not equal or exceed that amount, the indenture trustee will not complete the sale.  The indenture trustee may, and at the direction of the depositor will be required to, consult with a financial advisor, including any of the original underwriters of the notes, or the administrator, to determine if the fair market value of the trust student loans has been offered.  See “The Student Loan Pools—Termination” in the base prospectus.

The net proceeds of any auction sale, plus all amounts (exclusive of investment earnings) then on deposit in the accumulation account, will be used to retire any outstanding notes on the related quarterly distribution date.

If the sale is not completed, the indenture trustee may, but will not be under any obligation to, solicit bids for sale of the trust student loans after future collection periods upon terms similar to those described above, including the servicer’s waiver of its option to purchase remaining trust student loans.

If the trust student loans are not sold as described above, on each subsequent quarterly distribution date, if the amount on deposit in the reserve account after giving effect to all withdrawals, except withdrawals payable to the depositor, exceeds the specified reserve account balance, the administrator will direct the indenture trustee to distribute the amount of the excess as accelerated payments or allocations of note principal.

The indenture trustee may or may not succeed in soliciting acceptable bids for the trust student loans either on the trust auction date or on subsequent quarterly distribution dates.

See “The Student Loan Pools— Termination” in the base prospectus.

TAX CONSIDERATIONS

Subject to important considerations described in the base prospectus:

· Federal tax counsel for the trust is of the opinion that the auction rate notes will be characterized as debt for federal income tax purposes.

· Federal tax counsel for the trust is of the opinion that the trust will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes.

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· [For U.S. federal income tax purposes, the reoffering of the auction rate notes will be treated as a reissuance of auction rate notes.]

· Delaware tax counsel for the trust is of the opinion that the same characterizations will apply for Delaware state income tax purposes as for federal income tax purposes and that noteholders who were not otherwise subject to Delaware taxation on income would not become subject to Delaware taxation as a result of their ownership of notes.

See “U.S. Federal Income Tax Consequences” in this prospectus supplement and in the base prospectus.

ERISA CONSIDERATIONS

Subject to important considerations and conditions described in this prospectus supplement and the base prospectus, the auction rate notes may, in general, be purchased by or on behalf of an employee benefit plan or other retirement arrangement, including an insurance company general account, only if:

· an exemption from the prohibited transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code of 1986, as amended, applies, so that the purchase or holding of the notes; and

· the purchase or holding of the notes will not cause a non-exempt violation of any substantially similar federal, state, local or foreign laws.

Each fiduciary who purchases a note will be deemed to represent that an exemption exists and applies to it and that no non-exempt violations of any substantially similar laws will occur.

See “ERISA Considerations” in this prospectus supplement and the base prospectus for additional information concerning the application of ERISA.

RATINGS

The auction rate notes are currently rated by two or more rating agencies.  A rating addresses only the likelihood of

the timely payment of stated interest and the payment of principal at final maturity, and does not address the timing or likelihood of principal distributions prior to final maturity. See “Ratings” in this prospectus supplement.

LISTING INFORMATION

[The auction rate notes are currently listed on the Luxembourg Stock Exchange.  You should consult with [____________], the Luxembourg listing agent for the notes, for additional information regarding their status.  You can contact the listing agent at [____________], Luxembourg.

So long as the auction rate notes are listed on the Luxembourg Stock Exchange, and its rules so require, notices relating to that class of notes, including if any of such class is delisted, will be published in a leading newspaper having general circulation in Luxembourg, which is expected to be Luxemburger Wort and/or on the Luxembourg Stock Exchange’s website at:  http://www.bourse.lu.]

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The auction rate notes are currently able to be cleared and settled through Clearstream, Luxembourg and Euroclear.

RISK FACTORS

Some of the factors you should consider before making an investment in the auction rate notes are described in this prospectus supplement and in the base prospectus under “Risk Factors.”

IDENTIFICATION NUMBERS

The auction rate notes have the following identification numbers:

CUSIP Number                                

International Securities Identification Number (ISIN)

European Common Code

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RISK FACTORS

You should carefully consider the following factors in deciding whether to purchase the auction rate notes.  The base prospectus describes additional risk factors that you should also consider beginning on page [___].  These risk factors could affect your investment in or return on the auction rate notes.

Federal Financial Regulatory Legislation Could Have An Adverse Effect On SLM Corporation, Sallie Mae, The Servicer, The Administrator, The Depositor, The Selling Securitiesholder, The Sellers And The Trust, Which Could Result In Losses Or Delays In Payments On Your Notes   On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) to reform and strengthen supervision of the U.S. financial services industry.  The Dodd-Frank Act represents a comprehensive change to existing laws, imposing significant new regulation on almost every aspect of the U.S. financial services industry.   The Dodd-Frank Act will result in significant new regulation in key areas of the business of SLM Corporation, the parent of the sponsor, the sponsor and their affiliates and the markets in which SLM Corporation, the sponsor and their affiliates operate.  Pursuant to the Dodd-Frank Act, SLM Corporation and many of its subsidiaries are subject to regulations promulgated by the Consumer Financial Protection Bureau (the “CFPB”).  The CFPB will have substantial power to define the rights of consumers and the responsibilities of lending institutions, including SLM Corporation’s private education lending and retail banking businesses.  The CFPB began exercising its authority on July 21, 2011.   Most of the component parts of the Dodd-Frank Act will be subject to intensive rulemaking and public comment over the coming months and none of SLM Corporation, Sallie Mae or their affiliates can predict the ultimate effect the Dodd-Frank Act or required examinations of the private education loan market could have on their operations at this time.  It is likely, however, that operational expenses will increase if new or additional compliance requirements are imposed on their operations and their competitiveness could be significantly affected if they are subjected to supervision and regulatory standards not otherwise applicable to their competitors.   The Dodd-Frank Act also creates a liquidation framework for the resolution of bank holding companies and other non-bank financial companies determined to be “covered financial companies.”  Under that liquidation framework, it is possible that the Federal Deposit Insurance Corporation (the “FDIC”) could be appointed receiver of SLM Corporation, Sallie Mae or any of their affiliates under the Orderly Liquidation Authority (“OLA”) provisions of the Dodd-Frank Act.  If that occurred, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt. Sallie Mae has structured the transfers of the student loans to the depositor and the trust as a valid and perfected sale under applicable state law and under

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the United States Bankruptcy Code to mitigate the risk of the recharacterization of the sale as a security interest to secure debt of Sallie Mae.  Any attempt by the FDIC to recharacterize the securitization transaction as a secured loan (which the FDIC could then repudiate) could cause delays in payments or losses on the notes.  In addition, if the trust were to become subject to the OLA, the FDIC could repudiate the debt of the trust with the result that the noteholders would have a secured claim in the receivership of the trust. Also, if the trust were subject to OLA, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed.  As a result of any of these events, delays in payments on the notes and reductions in the amount of those payments could occur.  See “The Trust Student Loan Pool—Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions—FDIC’s Repudiation Power Under the OLA” in this prospectus supplement.

Illiquidity; Illiquid Market Conditions May Occur From Time To Time

Despite federal market interventions and programs, periods of general market illiquidity may occur from time to time and may adversely affect the secondary market for your auction rate notes, as applicable.  Accordingly, you may not be able to sell your auction rate notes when you want to do so or you may be unable to obtain the price that you wish to receive for your auction rate notes and, as a result, you may suffer a loss on your investment. [The auction rate notes are currently listed on the Luxembourg Stock Exchange, however, no assurance can be made that the listing will be maintained.  Prospective investors of the auction rate notes should consult with [_____________,] the Luxembourg listing agent for the auction rate notes, to determine their status.] Any downgrade, withdrawal or qualification of the ratings of your notes, as a result of a change or deterioration in the performance of the trust student loans, errors in analysis or otherwise, may adversely affect the market value of your notes and/or limit your ability to resell your notes.

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The Notes Are Not Suitable Investments For All Investors	The auction rate notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, and tax consequences of an investment, as well as the interaction of these factors.
Sequential Payment Of The Notes Results In A Greater Risk Of Loss	Holders of the auction rate notes bear a greater risk of loss than do holders of the class [A-__] notes and class [A-__] notes [and class B-__ notes] because no principal will be paid to any auction rate noteholders until the class [A-__] and class [A-__] notes [and class B-__ notes] have been paid in full.  If a failed auction occurs, the auction rate notes would become subject to the failed auction rate, which may be higher than the interest rate that would otherwise be applicable to such class of notes.  This would reduce the amount of available funds to pay interest on other classes of notes and principal on the auction rate notes.  In that case, or if prepayments are much higher than anticipated, or if losses on the trust student loans are greater than expected, you may suffer a loss.
Your Notes May Have A Degree Of Basis Risk, Which Could Compromise The Trust’s Ability To Pay Principal Of And Interest On Your Notes	There is a degree of basis risk associated with the auction rate notes.  Basis risk is the risk that shortfalls might occur because, among other things, the interest rates of the trust student loans adjust on the basis of specified indices and those of the notes adjust on the basis of different indices or, with respect to any class of auction rate notes at a time when such notes are in fixed rate mode, do not adjust at all.  If a shortfall were to occur, the trust’s ability to pay principal of and/or interest on the notes could be compromised.  See “Annex B—The Trust Student Loan Pool as of the Statistical Disclosure Date” in this prospectus supplement which specifies the percentages of trust student loans that adjust based on the LIBOR rate or the 91-day Treasury bill rate, as applicable. Consequently, you must rely on other forms of credit enhancement, to the extent available, to mitigate basis risk.  There can be no assurance that the amount of credit enhancement will be sufficient to cover the basis risk associated with the notes.

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Certain Actions Can Be Taken Without Noteholder Approval	The transaction documents provide that certain actions may be taken based upon receipt by the indenture trustee of a confirmation from each of the rating agencies that the then-current ratings assigned by the rating agencies then rating the notes will not be downgraded or withdrawn by those actions.   In this event, such actions may be taken without the consent of noteholders.
The Bankruptcy Of The ServicerCould Delay The Appointment Of A SuccessorServicer Or Reduce PaymentsOn Your Notes	In the event of default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or liquidator may have the power to prevent any of the servicer, indenture trustee or the noteholders, as applicable, from appointing a successor and delays in the collection of payments on the related trust student loans may occur. Any delay in the collection of payments on the affected trust student loans may delay or reduce payments to noteholders. In addition, in the event of an insolvency or a bankruptcy of the servicer, a court, conservator, receiver or liquidator may permit the servicer to assign its rights and obligations as servicer to a third party without complying with the provisions of the transaction documents.
The Trust May Be Affected By Delayed Payments From Borrowers Called To Active Military Service	The Higher Education Act, the Servicemembers Civil Relief Act and similar state and local laws provide payment relief to borrowers who enter active military service and to borrowers in reserve status who are called to active duty after the origination of their trust student loans. Recent and ongoing military operations by the United States have increased the number of citizens who are in active military service, including persons in reserve status who have been called or may be called to active duty. The Servicemembers Civil Relief Act also limits the ability of a lender in the FFELP to take legal action against a borrower during the borrower’s period of active duty and, in some cases, during an additional three-month period thereafter. We do not know how many trust student loans have been or may be affected by the application of these laws. As a result, there may be unanticipated delays in payment and losses on the trust student loans.

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Rating Agencies May Have A Conflict Of Interest	Sallie Mae, or an affiliate, paid a fee to two or more rating agencies to assign the initial credit ratings to the notes on or before the original closing date. The SEC has said that being paid by the sponsor, the issuer or an underwriter to issue and/or maintain a credit rating on asset backed securities creates a conflict of interest for rating agencies, and that this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to such rating agencies.
A Lowering Of The Credit Rating Of The United States of America May Adversely Affect The Market Value of Your Notes	The credit rating of the United States was downgraded by a nationally recognized statistical rating organization (“NRSRO”) and may potentially be downgraded by other NRSROs in the future.  The impact of any such downgrade is not yet clear, and depending on the ratings assigned, the stated reasons for a lower rating and other factors, the liquidity, market value and regulatory characteristics of your notes could be materially and adversely affected.
The Interest Rates On The Auction Rate Notes Are Subject To Limitations Which Could Reduce Your Yield	The interest rates on each class of auction rate notes may be limited by the maximum rate, which will be based on the least of the maximum auction rate, the maximum interest rate (generally, [18%]per annum) or, in certain circumstances, the auction student loan rate (which is the weighted average interest rate of the trust student loans, minus specified administrative expenses).  If, for any accrual period, the maximum rate is less than the auction rate determined in accordance with the auction procedures, interest will be paid on the applicable class of auction rate notes at the maximum rate even though there may be sufficient available funds to pay interest at the auction rate.
	For an auction rate distribution date on which the interest rate for a class of auction rate notes is equal to the auction student loan rate, the excess of (a) the lower of (1) the amount of interest at the auction rate determined pursuant to the auction procedures for that class of auction rate notes and (2) the amount of interest at the maximum auction rate which would have been applied if the auction student loan rate were not a component of the maximum auction rate, over (b) the auction student loan rate will become a carryover amount, and will be allocated to the applicable auction rate notes on the succeeding quarterly distribution date (and paid on the succeeding auction rate distribution date), but only to the extent that there are funds

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	available for that purpose and other conditions are met.  It is possible that such carryover amount may never be paid.  Any carryover amount not paid at the time of final maturity of an auction rate note will be extinguished.  See “Description of the Notes—The Notes—The Auction Rate Notes—Maximum Auction Rate and Interest Carryovers” in this prospectus supplement.
Auction Procedures And Transfer Requirements May Limit The Liquidity And Marketability Of Your Auction Rate Notes	The auction procedures and transfer requirements described in this prospectus supplement and the attached base prospectus may limit the liquidity and marketability of the auction rate notes and therefore may not yield an owner the best possible price for an auction rate note.  In particular, if an existing holder of an auction rate note were to submit a sell order or a hold order subject to an interest rate that is determined to be greater than the maximum rate for the auction date, and sufficient clearing bids were not obtained on such auction date, the existing owner would not have its auction rate notes purchased through the auction procedures on the auction date.  In that event, no assurance can be given that a broker-dealer would purchase the auction rate note or would otherwise be able to locate a purchaser prior to the auction date or that sufficient clearing bids would be obtained on any succeeding auction date.
Actions By A Broker-Dealer Could Affect Interest Rates On Your Auction Rate Notes	Each broker-dealer agreement now and in the future will provide that a broker-dealer may submit orders in auctions for its own account.  Each broker-dealer also agrees in the related broker-dealer agreement to handle customers' orders in accordance with its duties under applicable securities laws and rules.  Any broker-dealer submitting an order for its own account in any auction could have an advantage over other potential holders in that the broker-dealer would have knowledge of other orders placed through it in that auction.  Also, a broker-dealer may exercise discretion regarding client orders, which could be an advantage to certain clients because the broker-dealer would have knowledge of the other orders placed through it in the auction.  As a result of bidding by a broker-dealer in an auction, the auction rate may be higher or lower than the rate that would have prevailed had the broker-dealer not bid.  A broker-dealer may also bid in an auction in order to prevent what would otherwise be (a) a failed auction, (b) an "all-hold" auction, or (c) the implementation of an auction rate that the broker-

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	dealer believes, in its sole judgment, does not reflect the market for such notes at the time of the auction.  A broker-dealer may also encourage additional investor bidding in order to prevent an "all-hold" auction.  One or more of the original underwriters of the notes or their affiliates may act as broker-dealers with respect to the auction rate notes.These multiple responsibilities could result in conflicts of interest.
	For further information regarding broker-dealers andauction rate note procedures, please see “Description of the Notes—The Auction Rate Notes” in this prospectus supplement and “Additional Information Regarding the Notes—The Auction Rate Notes” in the base prospectus.
The Lack Of A Market for Auction Rate Securities Could Again In The Future Result In Prolonged Periods Of Failed Auctions And A Loss Of Liquidity	An economic downturn may cause the market for auction rate notes to cease to exist which may result in outstanding classes of auction rate notes experiencing a prolonged period of ongoing failed auctions.  Holders of auction rate securities may be unable to sell their securities and may experience a potentially significant loss of market value.  [The auction rate notes are currently continuing to experience an ongoing period of failed auctions and we cannot give any assurance when, if ever, in the future the auction rate notes will begin to be successfully auctioned; and, in the event that a successful auction rate market has been reestablished, whether such a market may not once again disappear.]  [Although the auction rate notes are currently being successfully auctioned on each recent auction date, we cannot give any assurance whether in the future a functioning market for auction rate notes may once again disappear and your auction rate notes may be subject to an ongoing period of failed auctions.]  Investors in auction rate notes need to be aware that they may be required to hold their notes without an ability to liquidate their investments unless they are willing to sell such auction rate notes at a loss and possibly a significant loss.

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DEFINED TERMS

In later sections, we use a few terms that we define in the Glossary at the end of this prospectus supplement.  These terms appear in bold face on their first use and in initial capital letters in all cases.

THE TRUST

General

SLM Student Loan Trust [20__-__] (the “trust”) is a Delaware statutory trust formed under, and is currently operating pursuant to, a trust agreement dated as of [________, 20__] between the depositor and the eligible lender trustee, as amended and restated by an amended and restated trust agreement dated as of [________, 20__], among the depositor, the eligible lender trustee and the indenture trustee.  We refer to the short-form trust agreement and the amended and restated trust agreement together as the “trust agreement.”

The trust has not engaged and will not engage in any activity other than:

· acquiring, holding and managing the trust student loans and the other assets of the trust and related proceeds;

· issuing the notes;

· making payments on the notes;

· [entering into any potential future interest rate cap agreements at the direction of the administrator from time to time and making the payments, including any upfront payments, required thereunder;] and

· engaging in other activities that are necessary, suitable or convenient to accomplish, or are incidental to, the foregoing.

The trust was initially capitalized with nominal equity of [$100,] excluding amounts that were deposited into the reserve account, the capitalized interest account, the supplemental purchase account, the add-on consolidation loan account and the collection account by the trust on the original closing date.  The proceeds from the original sale of the notes were used by the eligible lender trustee to make the initial deposits into the reserve account, the capitalized interest account, the supplemental purchase account, the add-on consolidation loan account and the collection account, and to purchase, on behalf of the trust, the initial trust student loans.  The trust purchased the initial trust student loans from the depositor under a sale agreement dated as of [________, 20__], among the depositor, the trust and the eligible lender trustee.  The depositor used the net

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proceeds it received from the sale of the initial trust student loans to pay the sellers the respective purchase prices for the initial trust student loans acquired from them under the purchase agreements dated [________, 20__].  See “Use of Proceeds” in this prospectus supplement for more information.  In the event of a breach of a representation or warranty regarding any trust student loan, the depositor will have the right to require the related seller to cure the breach, repurchase or substitute with respect to each such deficient trust student loan.

The property of the trust consists of:

· the pool of trust student loans, legal title to which is held by the eligible lender trustee on behalf of the trust;

· all funds collected on the trust student loans, including any special allowance payments, interest subsidy payments and any guarantor or Department of Education payments, received on or after on or after the original cutoff date;

· all moneys and investments from time to time on deposit in the Trust Accounts;

· [if applicable, its rights under any potential future interest rate cap agreement entered into from time to time and the related documents;]

· its rights under the transfer and servicing agreements, including the right to require [___________] (the “SPE Seller”) (or Sallie Mae, as servicer, acting on behalf of the SPE Seller), SLM ECFC, the depositor or the servicer to repurchase trust student loans from it or to substitute student loans under certain conditions; and

· its rights under the guarantee agreements with guarantors.

The notes are secured by the property of the trust.  The collection account, the reserve account and the future distribution account are maintained in the name of the indenture trustee for the benefit of the noteholders.  To facilitate servicing and to minimize administrative burden and expense, the servicer will act as custodian of the promissory notes representing the trust student loans and other related documents.

The trust’s principal offices are in [________], in care of [_______________], as successor eligible lender trustee, at its address shown below under “—Eligible Lender Trustee”.

Capitalization of the Trust

The following table illustrates the current capitalization of the trust as of the [_________ 20__] quarterly distribution date:

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Floating Rate Class [A-__] Student Loan-Backed Notes	$	0.00
Floating Rate Class [A-__] Student Loan-Backed Notes		0.00
Floating Rate Class [A-__] Student Loan-Backed Notes
[Auction Rate Class [A-__] Student Loan-Backed Notes]
Floating Rate Class [B-__] Student Loan-Backed Notes
[Auction Rate Class [B-__] Student Loan-Backed Notes]
[[Auction Rate] [____] Class [C-__] Student Loan-Backed Notes]
Initial Equity		100.00
Total	$[____________]

Eligible Lender Trustee

The eligible lender trustee is currently [_______________] (the “eligible lender trustee”). [The eligible lender trustee is a banking corporation organized under the laws of the State of [______].] Its address is [_________________].  The eligible lender trustee has been, and currently is, serving as eligible lender trustee for numerous securitization transactions and programs involving pools of student loan receivables.

The eligible lender trustee has provided the information in the prior paragraph.  Other than the prior paragraph, the eligible lender trustee has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus supplement or the base prospectus.

The eligible lender trustee holds on behalf of the trust legal title to all the trust student loans acquired under the sale agreement.  The eligible lender trustee, on behalf of the trust, has entered into separate guarantee agreements with each of the guaranty agencies described in this prospectus supplement with respect to the trust student loans.  The eligible lender trustee qualifies as an eligible lender and the holder of the trust student loans for all purposes under the Higher Education Act and the guarantee agreements.  Failure of the trust student loans to be owned by an eligible lender would result in the loss of guarantor and Department of Education payments on the trust student loans.  See “Appendix A—Federal Family Education Loan Program—Eligible Lenders, Students and Educational Institutions” in this prospectus supplement, which supersedes in its entirety Appendix A to the base prospectus.

The eligible lender trustee acts on behalf of the excess distribution certificateholder and represents and exercises the rights and interests of the excess distribution certificateholder under the trust agreement.  Except as specifically delegated to the administrator in the administration agreement, the eligible lender trustee will also execute and deliver all agreements required to be entered into on behalf of the trust.

The liability of the eligible lender trustee in connection with the issuance and sale of the notes will consist solely of the express obligations specified in the trust agreement and sale agreement.  The eligible lender trustee is not personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence.  The eligible lender trustee is entitled to be indemnified by the administrator for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under

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the indenture and the other transaction documents (including any supplemental indenture and/or amended administration agreement).  See “Description of the Notes” in this prospectus supplement and “Transfer and Servicing Agreements” in the base prospectus.  Affiliates of the depositor maintain banking relations with the eligible lender trustee.

The eligible lender trustee may resign at any time. The administrator may also remove the eligible lender trustee if it becomes insolvent or ceases to be eligible to continue as eligible lender trustee.  In the event of such a resignation or removal, the administrator will appoint a successor. The resignation or removal of the eligible lender trustee and the appointment of a successor will become effective only when a successor accepts its appointment.  To the extent expenses incurred in connection with the replacement of the eligible lender trustee are not paid by the successor trustee, the depositor will be responsible for the payment of such expenses.

Delaware Trustee

[_________________] (the “Delaware trustee”) is currently the Delaware trustee under the trust agreement.  The Delaware trustee acts in the capacities required for a Delaware trust under the Delaware Statutory Trust Act.  The Delaware trustee is a Delaware banking corporation with its principal place of business located at [_____________].  The Delaware trustee has and is currently serving as Delaware trustee for numerous securitization transactions and programs involving pools of student loan receivables.

The Delaware trustee has provided the information in the prior paragraph.  Other than the prior paragraph, The Delaware trustee has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus supplement or the base prospectus.

The liability of the Delaware trustee in connection with the issuance and sale of the notes consists solely of the express obligations specified in the trust agreement.  The Delaware trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence.  The Delaware trustee will be entitled to be indemnified by the administrator (at the direction of the depositor) for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the trust agreement.  See “Description of the Notes” in this prospectus supplement and “Transfer and Servicing Agreements” in the base prospectus.  The depositor and its affiliates maintain banking relations with the Delaware trustee and/or its affiliates.

The Delaware trustee may resign at any time.  The administrator may also remove the Delaware trustee if it becomes insolvent or ceases to be eligible to continue as Delaware trustee.  In the event of such a resignation or removal, the administrator will appoint a successor.  The resignation or removal of the Delaware trustee and the appointment of a successor will become effective only when a successor accepts its appointment. To the extent expenses incurred in connection with the replacement of the Delaware trustee are not paid by the successor trustee, the depositor will be responsible for the payment of such expenses.

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Indenture Trustee

The trust issued the notes under an indenture dated as of [__________ 20__].  Under the indenture, [____________] (the “indenture trustee”), [a national banking association,] is currently the indenture trustee.  Its address is [____________].  The indenture trustee has acted as trustee on numerous asset-backed securities transactions involving pools of student loans, and as of [__________ 20__], has served as indenture trustee on approximately [___] previous asset-backed securities transactions involving federally-insured and private education student loans [that were sponsored by Sallie Mae].

Affiliates of the depositor maintain customary banking relations on arms-length terms with the indenture trustee.

The indenture trustee acts on behalf of the noteholders and represents their interests in the exercise of their rights under the indenture.

To the extent expenses incurred in connection with the replacement of an indenture trustee are not paid by the indenture trustee that is being replaced, the depositor will be responsible for the payment of such expenses.

The indenture trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence.  The indenture trustee is entitled to be indemnified by the administrator (at the direction of the trust) for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the indenture and the other transaction documents.  Upon the occurrence of an event of default, and in the event the administrator fails to reimburse the indenture trustee, the indenture trustee is entitled to receive all such amounts owed from cashflow on the trust student loans prior to any amounts being distributed to the noteholders.

SPE Seller

[________] (the “SPE Seller”) is a limited liability company whose sole member is SLM ECFC. It was formed in Delaware on [________]. The SPE Seller is a limited purpose, bankruptcy remote entity formed to purchase education loans, whether originated under the FFELP loan program or other private credit loan programs, for re-sale in various securitization transactions. Sallie Mae, Inc. services all loans owned by the SPE Seller. [_____________] currently acts as the interim eligible lender trustee on behalf of the SPE Seller.

The Selling Securitiesholder [and Depositor]

SLM Funding LLC (“SLM Funding”) is a limited liability company whose sole member is SLM ECFC. It was formed in Delaware on [________]. SLM Funding is a limited purpose, bankruptcy remote entity formed to purchase and securitize education loans (including ownership interests in debt and equity asset-backed securities collateralized by education loans), whether originated under the FFELP loan program or other private credit loan programs, for re-sale in various securitization transactions. Sallie Mae, Inc. services all loans owned by SLM

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Funding.  [_____________] currently acts as the interim eligible lender trustee on behalf of SLM Funding.  SLM Funding and/or affiliates of SLM Funding purchased the auction rate notes in one or more open market purchases.  The selling securitiesholder owns [100%] [___%] of the auction rate notes [all] [only ___%] of which are being offered for sale hereunder. [The remaining [___%] of the auction rate notes are owned by third-parties and are not being offered for sale.]  Subsequent to the close of this reoffering the selling securitiesholder will [not own any] [own ___%] of the outstanding auction rate notes.

[The Auction Rate Notes Depositor]

[SLM Education Credit Funding LLC (“SLM Credit”) is a limited liability company whose sole member is SLM ECFC. It was formed in Delaware on [________]. SLM Credit is a limited purpose, bankruptcy remote entity formed to purchase and securitize education loans (including ownership interests in debt and equity asset-backed securities collateralized by education loans), whether originated under the FFELP loan program or other private credit loan programs, for re-sale in various securitization transactions.  Sallie Mae, Inc. services all loans owned by SLM Credit.  [_____________] currently acts as the interim eligible lender trustee on behalf of SLM Credit.]

USE OF PROCEEDS

A successful reoffering of the auction rate notes will not result in any proceeds to the trust.  Rather all proceeds (net of expenses) from the reoffering will be transferred to the selling securitiesholder to be used [for its general corporate purposes.]

The trust used the original net proceeds from the sale of the notes to make the initial deposits into the reserve account, the supplemental purchase account, the add-on consolidation loan account, the collection account and the capitalized interest account and to purchase the initial trust student loans from the depositor on the original closing date under the sale agreement.  The depositor then used the proceeds paid to the depositor by the trust to pay to the sellers the respective purchase prices for the initial trust student loans purchased by the depositor.  See “The Trust—General” in this prospectus supplement.

THE TRUST STUDENT LOAN POOL

General

On [_________ 20__], the original closing date, the eligible lender trustee, on behalf of the trust, purchased the pool of initial trust student loans from the depositor.  The information about the trust student loans was originally calculated and presented as of [_________ 20__], the original cutoff date.

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Eligible Trust Student Loans

The trust student loans were originally selected from the portfolio of consolidation student loans owned by SLM ECFC, the SPE Seller or one of their affiliates by employing several criteria, including requirements that each trust student loan as of the original cutoff date (and with respect to each additional trust student loan, as of its related subsequent cutoff date, to be specified at the time of its sale to the trust):

· was guaranteed as to principal and interest by a guaranty agency under a guarantee agreement and the guaranty agency was, in turn, reinsured by the Department of Education in accordance with the FFELP;

· contained terms in accordance with those required by the FFELP, the guarantee agreements and other applicable requirements;

· was fully disbursed;

· was not more than [210] days past due; and

· did not have a borrower who was noted in the related records of the servicer as being currently involved in a bankruptcy proceeding.

No trust student loan was, as of the applicable cutoff date, or will be, subject to any prior obligation to sell that loan to a third party.

The addition of add-on consolidation loans utilizing funds on deposit in the add-on consolidation loan account was not a sale of new loans to the trust; rather, each such addition merely served to increase the principal balance of the applicable existing trust student loan and, in the event of a breach of any representation or warranty, the applicable seller is required to repurchase the entire applicable trust student loan, including the portion attributable to the add-on consolidation loan.

Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions

General. On July 21, 2010, President Obama signed into law the Dodd-Frank Act which, among other things, gives the FDIC authority to act as receiver of certain bank holding companies, financial companies and their respective subsidiaries (other than an insured depository institution) in specific situations under its Orderly Liquidation Authority (the “OLA”) provisions.  The proceedings, standards, powers of the receiver and many other substantive provisions of the OLA differ from those of the United States Bankruptcy Code in several respects.  To the extent

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those differences may affect SLM Corporation, Sallie Mae and their affiliates, they are discussed in this section below.  In addition, because the OLA provisions of the Dodd-Frank Act remain subject to clarification through FDIC regulations and have yet to be applied by the FDIC in any receivership, it is unclear what impact these provisions will have on any particular company, including SLM Corporation, Sallie Mae, the depositor, any seller, the trust, the servicer, the administrator, or any of their respective creditors.

Potential Applicability to SLM Corporation, Sallie Mae and their Affiliates.  The Dodd-Frank Act creates uncertainty as to whether certain companies may be subject to liquidation in a receivership under the OLA rather than bankruptcy proceedings under the United States Bankruptcy Code.  For a company to become subject to the OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that such company is or is likely to be in bankruptcy, insolvent, or unable to pay its obligations when due, that the company’s failure and its resolution under the United States Bankruptcy Code “would have serious adverse effects on financial stability in the United States,” that an OLA proceeding would mitigate these adverse effects, and that no viable private sector alternative is available to prevent the default of the company.

If the OLA is determined to apply to SLM Corporation or Sallie Mae, the trust, the depositor, SLM ECFC or any other seller, the servicer or the administrator could be deemed a “covered subsidiary” of SLM Corporation or Sallie Mae.  For the trust, the depositor, SLM ECFC or any other seller, the servicer or the administrator to be subject to receivership under the OLA as a “covered subsidiary” of SLM Corporation or Sallie Mae (1) the FDIC would have to be appointed as receiver for SLM Corporation or Sallie Mae, as applicable, under the OLA as described above, (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) such covered subsidiary is or is likely to be in bankruptcy, insolvent, or unable to pay its obligations when due, (b) appointment of the FDIC as receiver of such covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States, and (c) such appointment would facilitate the orderly liquidation of SLM Corporation or Sallie Mae, as applicable.  To mitigate the likelihood that the trust, the depositor, SLM ECFC or any other seller, the servicer or the administrator would be subject to the OLA, the trust does not intend to issue non-investment grade debt and the depositor, SLM ECFC or any other seller, the servicer and the administrator will not issue any debt.  Moreover, the trust owns a relatively small amount of the student loans originated by SLM ECFC or any other seller and serviced by the servicer, and each of the trust, the depositor, SLM ECFC or any other seller, the servicer or the administrator is structured as a separate legal entity from Sallie Mae and any other trust sponsored by Sallie Mae.  Notwithstanding the foregoing, because of the novelty of the Dodd-Frank Act and the OLA provisions, the uncertainty surrounding how the Secretary of the Treasury’s determination will be made and the fact that such determination would be made in the future under potentially different circumstances, no assurance can be given that the OLA provisions would not apply to SLM Corporation, Sallie Mae or their covered subsidiaries or, if it were to apply, that the timing and amounts of payments to the noteholders would not be less favorable than under the United States Bankruptcy Code.

FDIC’s Repudiation Power Under the OLA.  Under the OLA, if the FDIC were appointed receiver of SLM Corporation, Sallie Mae or a covered subsidiary, including the trust or the depositor, the FDIC would have various powers, including the power to repudiate any contract to which SLM Corporation, Sallie Mae or such covered subsidiary was a party, if the FDIC determined that performance of the contract was burdensome to the estate and that repudiation would promote the orderly administration of SLM Corporation’s, Sallie Mae’s or such covered subsidiary’s affairs, as applicable.

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In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion (the “January 2011 Opinion”) confirming, among other things, its intended application of the FDIC’s repudiation power under the OLA.  In the January 2011 Opinion, the Acting General Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the Acting General Counsel was of the opinion that the FDIC as receiver for a covered financial company (as defined in the Dodd-Frank Act), which could include SLM Corporation, Sallie Mae or their covered subsidiaries (including the trust or the depositor), cannot repudiate a contract or lease unless it has been appointed as receiver for that entity or the separate existence of that entity may be disregarded under other applicable law.  In addition, the Acting General Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, which relates to contracts that are entered into prior to the appointment of a receiver, if the FDIC were to become receiver for a covered financial company, which could include SLM Corporation, Sallie Mae or their covered subsidiaries (including the trust or the depositor), the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover or recharacterize as property of that covered financial company or the receivership any asset transferred by that covered financial company prior to the end of the applicable transition period of a regulation, provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the United States Bankruptcy Code.  Although the January 2011 Opinion does not bind the FDIC or its Board of Directors, or any court or any governmental entity, and could be modified or withdrawn in the future, it also states that the Acting General Counsel will recommend that the FDIC Board of Directors incorporate a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts.  On July 15, 2011, the FDIC published a final rule regarding the OLA and the Priorities and Claims Process under the OLA, including issues regarding preferential and fraudulent transfers; however, the FDIC did not address any of the aforementioned repudiation issues in the final rule.  To date, the FDIC has not proposed or adopted any regulations addressing these issues.

The January 2011 Opinion also states that the FDIC anticipates recommending consideration of future regulations related to the Dodd-Frank Act.  To the extent any future regulations or subsequent FDIC actions or court rulings in an OLA proceeding involving SLM Corporation, Sallie Mae or their covered subsidiaries (including the trust or the depositor), are contrary to the January 2011 Opinion, payment or distributions of principal and interest on the notes issued by the trust could be delayed and/or reduced.  We have structured the transfers of student loans under the purchase agreements and sale agreements with the intent that they would be characterized as legal true sales under applicable state law and that the student loans would not be included in the related transferor’s bankruptcy estate under the United States Bankruptcy Code.  If the transfers are

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so characterized in a FDIC OLA receivership, based on the January 2011 Opinion and other applicable law, the FDIC would not be able to recover the transferred student loans using its repudiation power.  However, if the FDIC were to successfully assert that the transfers of student loans were not legal true sales and should instead be characterized as a security interest to secure a loan, and if the FDIC repudiated those loans, the purchasers of the student loans or the noteholders, as applicable, would have a claim for their “actual direct compensatory damages,” which claim would be no less than the initial principal balance of the loan plus interest accrued to the date the FDIC was appointed receiver.

In addition, to the extent that the value of the collateral securing the loan exceeds such amount, the purchaser or the noteholders, as applicable, would also have a claim for any interest that accrued after such appointment at least through the date of repudiation or disaffirmance.  In addition, noteholders could suffer delays in payments on their notes even if the FDIC was unsuccessful in challenging that the transfers were not legal true sales or if it ultimately did not repudiate a legal true sale.

Also assuming that the FDIC were appointed receiver of SLM Corporation, Sallie Mae or a covered subsidiary, including the trust or the depositor, under the OLA, the FDIC’s repudiation power would extend to continuing obligations of the applicable entity or entities under receivership, as applicable, including any obligation to repurchase student loans for a breach of representation or warranty as well as, with respect to the servicer, its obligation to service the student loans.  If the FDIC were to exercise this repudiation power, noteholders would not be able to compel Sallie Mae or any applicable covered subsidiary to repurchase student loans for a breach of representation and warranty and instead would have a claim for damages in Sallie Mae’s, or that covered subsidiary’s, receivership, as applicable, and thus would suffer delays and may suffer losses of payments on their notes.  Noteholders would also be prevented from replacing the servicer during the stay.  In addition, if the FDIC were to repudiate Sallie Mae’s obligations as servicer, there may be disruptions in servicing as a result of a transfer of servicing to a third party and noteholders may suffer delays or losses of payments on their notes.  In addition, there are other statutory provisions enforceable by the FDIC under which, if the FDIC takes action, payments or distributions of principal of and interest on the notes issued by the trust would be delayed and may be reduced.

In addition, under the OLA, none of the parties to the purchase agreements, sale agreement, servicing agreement, administration agreement or the indenture could exercise any right or power to terminate, accelerate, or declare a default under those contracts, or otherwise affect Sallie Mae’s or a covered subsidiary’s rights under those contracts without the FDIC’s consent for 90 days after the receiver is appointed.  For at least the same period, and possibly longer, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any

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property of SLM Corporation, Sallie Mae or of a covered subsidiary.  The requirement to obtain the FDIC’s consent before taking these actions relating to a covered financial company’s or covered subsidiary’s contracts or property is comparable to the “automatic stay” under the United States Bankruptcy Code.

If the trust were to become subject to the OLA, the FDIC may repudiate the debt of the trust.  In such an event, the noteholders would have a secured claim in the receivership of the trust for “actual direct compensatory damages” as described above, but delays in payments on the notes would occur and possible reductions in the amount of those payments could occur.  In addition, for a period of at least 90 days after a receiver was appointed, noteholders would be stayed from accelerating the debt or exercising any remedies under the indenture.

FDIC’s Avoidance Power Under the OLA. Under statutory provisions of the OLA similar to those of the United States Bankruptcy Code, the FDIC could avoid transfers of student loans that are deemed “preferential.”  Under one potential interpretation of these provisions, the FDIC could avoid as a preference transfers of student loans evidenced by certain written contracts and perfected either automatically upon the transfer (in the case of a sale) or by the filing of a uniform commercial code (“UCC”) financing statement against the applicable transferor (in the case of a pledge to secure a debt), unless the contracts were physically delivered to the transferee or its custodian or were marked in a manner legally sufficient to indicate the rights of the indenture trustee. If a transfer of student loans were avoided as preferential, the transferee would have only an unsecured claim in the receivership for the purchase price of the student loans.

However, on July 15, 2011, the FDIC Board of Directors published a final rule which, among other things, states that the FDIC is interpreting the OLA’s provisions regarding the treatment of preferential transfers in a manner comparable to the relevant provisions of the United States Bankruptcy Code so that transferees will have the same treatment under the OLA as they would have in a bankruptcy proceeding. Under such a construction, a transfer of student loans perfected either automatically upon the transfer (in the case of a sale) or by the filing of a UCC financing statement against a transferor (in the case of a pledge to secure a debt) as provided in the applicable transfer agreement would not be avoidable by the FDIC as a preference under the OLA.  If a court were to conclude, however, that this FDIC rule is not consistent with the statute, then if a transfer were avoided as a preference under the OLA, noteholders would only have an unsecured claim in the receivership for the purchase price of the receivables and payments or distributions of principal of and interest on the notes issued by your issuing entity could be delayed or reduced.

Characteristics of the Trust Student Loans

The tables contained in Annex B to this prospectus supplement provide a description of specified characteristics of the trust student loans as of the statistical disclosure date.  Unless otherwise specified, all information with respect to the trust student loans presented in this prospectus supplement or in Annex B is presented as of [_________ 20__], which is the “statistical disclosure date.”

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The aggregate outstanding principal balance of the loans in each of the tables in Annex B includes the principal balance due from borrowers, plus accrued interest of [$__________] to be capitalized as of the statistical disclosure date.  Percentages and dollar amounts in any table may not total 100% or whole dollars due to rounding.  The tables in Annex B also contain information concerning the total number of loans and total number of borrowers in the portfolio of trust student loans.  For ease of administration, the servicer separates a consolidation loan on its system into two separate loan segments representing subsidized and unsubsidized segments of the same loan.  The tables in Annex B reflect those loan segments within the number of loans.  In addition, [___] borrowers have more than one trust student loan.

For a description of the FFELP, see “Appendix A—Federal Family Education Loan Program” in this prospectus supplement, which supersedes in its entirety Appendix A to the base prospectus.

Insurance of Student Loans; Guarantors of Student Loans

Each trust student loan is required to be guaranteed as to at least 98% of the principal and interest by one of the guaranty agencies as described below and reinsured by the Department of Education under the Higher Education Act and must be eligible for special allowance payments and, in the case of some trust student loans, interest subsidy payments by the Department of Education.

In general, disbursed student loans are guaranteed by the applicable guarantor, and reinsured against default by the Department of Education.  The percentage of the guarantee is based upon the date of disbursement of the student loans as follows:

Disbursement Date	Percentage Guaranteed
Prior to October 1, 1993	100%
On or after October 1, 1993 but before July 1, 2006	98%
On or after July 1, 2006	97%

See “Appendix A—Federal Family Education Loan Program—Guaranty Agencies under the FFELP” in this prospectus supplement, which supersedes in its entirety Appendix A to the base prospectus.

No insurance premium is charged to a borrower or a lender in connection with a consolidation loan.  However, FFELP lenders must pay a monthly rebate fee to the Department of Education at an annualized rate of 1.05% on principal of and interest on consolidation loans disbursed on or after October 1, 1993, or at an annualized rate of 0.62% on consolidation loans for which consolidation loan applications were received between October 1, 1998 and January 31, 1999.  The trust will pay this consolidation loan rebate prior to calculating Available Funds.

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Under the Higher Education Amendments of 1992, if the Department of Education has determined that a guaranty agency is unable to meet its insurance obligations, a loan holder may submit claims directly to the Department of Education and the Department of Education is required to pay the full guarantee payment in accordance with guarantee claim processing standards no more stringent than those of the guaranty agency.  However, the Department of Education’s obligation to pay guarantee claims directly in this fashion is contingent upon the Department of Education making the determination referred to above.  We cannot assure you that the Department of Education would ever make such a determination with respect to a guaranty agency or, if such a determination was made, whether that determination or the ultimate payment of guarantee claims would be made in a timely manner.  See “Appendix A—Federal Family Education Loan Program—Guaranty Agencies under the FFELP” in this prospectus supplement, which supersedes in its entirety Appendix A to the base prospectus.

The table on page B-[___] of Annex B provides information with respect to the portion of the trust student loans guaranteed by each guarantor.

The eligible lender trustee has entered into a separate guarantee agreement with each of the guaranty agencies shown on the table on page B-[___] of Annex B to this prospectus supplement, under which each of the guarantors has agreed to serve as guarantor for the specified trust student loans.

Some historical information about the guaranty agency that guarantees trust student loans comprising at least 10% of the Pool Balance as of the statistical disclosure date is provided beginning on page A-[___] in Annex B.  For purposes of the tables in Annex A, we refer to this guaranty agency as the “Significant Guarantor.”

The Department of Education is required to make reinsurance payments to guarantors with respect to FFELP loans in default. This requirement is subject to specified reductions when the guarantor’s claims rate for a fiscal year equals or exceeds certain trigger percentages of the aggregate original principal amount of FFELP loans guaranteed by that guarantor that are in repayment on the last day of the prior fiscal year.  See “Appendix A—Federal Family Education Loan Program—Guaranty Agencies under the FFELP” in the base prospectus.

Each guaranty agency’s guarantee obligations with respect to any trust student loan is conditioned upon the satisfaction of all the conditions in the applicable guarantee agreement. These conditions include, but are not limited to, the following:

· the origination and servicing of the trust student loan being performed in accordance with the FFELP, the Higher Education Act, the guaranty agency’s rules and other applicable requirements;

· the timely payment to the guaranty agency of the guarantee fee payable on the trust student loan; and

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· the timely submission to the guaranty agency of all required pre-claim delinquency status notifications and of the claim on the trust student loan.

Failure to comply with any of the applicable conditions, including those listed above, may result in the refusal of the guaranty agency to honor its guarantee agreement on the trust student loan, in the denial of guarantee coverage for certain accrued interest amounts or in the loss of certain interest subsidy payments and special allowance payments.

Prospective investors may consult the Department of Education Data Books for further information concerning the guarantors.

Cure Period for Trust Student Loans

The sellers, the depositor or the servicer, as applicable, will be obligated to purchase, or to substitute qualified substitute student loans for, any trust student loan in the event of a material breach of certain representations, warranties or covenants concerning the trust student loan, following a period during which the breach may be cured.  For purposes of trust student loans, the cure period will be [210] days.  However, in the case of breaches that may be cured by the reinstatement of the guarantor’s guarantee of the trust student loan, the cure period will be 360 days.  In each case the cure period begins on the earlier of the date on which the breach is discovered and the date of the servicer’s receipt of the guarantor reject transmittal form with respect to the trust student loan.  The purchase or substitution of such trust student loans will be made not later than the end of the [210]-day cure period or not later than the 60th day following the end of the 360-day cure period, as applicable.

Notwithstanding the foregoing, if as of the last business day of any month the aggregate principal amount of trust student loans for which claims have been filed with and rejected by a guarantor as a result of a breach by the depositor or the servicer or for which the servicer determines that claims cannot be filed pursuant to the Higher Education Act as a result of that breach exceeds 1% of the Pool Balance, then the servicer or the depositor, as applicable, will be required to purchase, within 30 days of a written request by the eligible lender trustee or the indenture trustee, affected trust student loans in an aggregate principal amount so that after the purchases the aggregate principal amount of affected trust student loans is less than 1% of the Pool Balance.  The trust student loans to be purchased by the servicer or the depositor pursuant to the preceding sentence will be based on the date of claim rejection, with the trust student loans with the earliest of these dates to be purchased first.  See “Servicing and Administration—Servicer Covenants” and “Transfer and Servicing Agreements—Sale of Student Loans to the Trust; Representations and Warranties of the Depositor” and “—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in the base prospectus.

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Consolidation of Federal Benefit Billings and Receipts and Guarantor Claims with Other Trusts

Due to a Department of Education policy limiting the granting of new lender identification numbers, the eligible lender trustee will be allowed under the trust agreement to permit other trusts established by the depositor to securitize student loans to use the Department of Education lender identification number applicable to the trust. In that event, the billings submitted to the Department of Education for interest subsidy and special allowance payments on trust student loans would be consolidated with the billings for interest subsidy and special allowance payments for student loans in other trusts using the same lender identification number and payments on the billings would be made by the Department of Education in lump sum form.  These lump sum payments would then be allocated on a loan-by-loan basis among the various trusts using the same lender identification number.

In addition, sharing a lender identification number with other trusts may result in the receipt of claim payments from guaranty agencies in lump sum form.  In that event, these payments would be allocated among the trusts in a manner similar to the allocation process for interest subsidy and special allowance payments.

The Department of Education regards the eligible lender trustee as the party primarily responsible to the Department of Education for any liabilities owed to the Department of Education or guaranty agencies resulting from the eligible lender trustee’s activities in the FFELP.  As a result, if the Department of Education or a guaranty agency were to determine that the eligible lender trustee owes a liability to the Department of Education or a guaranty agency on any student loan included in a trust using the shared lender identification number, the Department of Education or that guaranty agency would be likely to collect that liability by offset against amounts due the eligible lender trustee under the shared lender identification number, including amounts owed in connection with the trust.

In addition, other trusts using the shared lender identification number may in a given quarter incur consolidation origination fees, consolidation loan rebate fees or floor income rebates that exceed the interest subsidy and special allowance payments payable by the Department of Education on the student loans in the other trusts, resulting in the consolidated payment from the Department of Education received by the eligible lender trustee under the shared lender identification number for that quarter equaling an amount that is less than the amount owed by the Department of Education on the trust student loans for that quarter.

The servicing agreement for the trust and the servicing agreements for the other trusts established by the depositor that share the lender identification number to be used by the trust requires the related trust to indemnify the other trusts against a shortfall or an offset by the Department of Education or a guaranty agency arising from the trust student loans held by the eligible lender trustee on such trust’s behalf.

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[RECENT DEVELOPMENTS]

[DISCLOSURE TO BE INCLUDED IN EACH PROSPECTUS SUPPLEMENT, AS REQUIRED.]

DESCRIPTION OF THE NOTES

General

The notes were issued under an indenture dated as of [____________ 20__]. The following summary describes some terms of the notes, the indenture and the trust agreement.  The base prospectus describes other terms of the notes.  See “Description of the Notes” and “Additional Information Regarding the Notes” in the base prospectus.  The following summary does not cover every detail and is subject to the provisions of the notes, the indenture and the trust agreement.

The Notes

The Class A Notes

Distributions of Interest.  Interest accrues on the outstanding principal balances of the class A notes at their respective interest rates.  Interest accrues during each accrual period and is generally payable quarterly to the floating rate class A noteholders on each quarterly distribution date or, with respect to auction rate noteholders, monthly on each auction rate distribution date, as applicable.  Interest accrued as of any related distribution date but not paid on that distribution date is due on the next applicable distribution date together with an amount equal to interest on the unpaid amount at the applicable rate per annum specified in the definition of Class A Note Interest Shortfall in the Glossary.  Interest payments on the class A notes for any quarterly or auction rate distribution date, as applicable, are generally funded from (1) Available Funds and (2) amounts on deposit in the reserve account remaining after the distribution of the primary servicing fee and administration fee for that distribution date.  See “—Distributions” and “ —Credit Enhancement” below.If these sources are insufficient to pay the Class A Noteholders’ Interest Distribution Amount for that distribution date, the shortfall will be allocated pro rata to the class A noteholders, based upon the total amount of interest then due on each class of class A notes from Available Funds.

The interest rate for each class of floating rate class A notes that remain outstanding, for each accrual period, is equal to the sum of an annual rate of three-month LIBOR (as determined on the second business day before the beginning of that accrual period as described in the base prospectus under “Additional Information Regarding the Notes—Determination of Indices—LIBOR”) and the following applicable spread:

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Class of Notes	Spread
Class [A-__]	plus [___]%
Class [A-__]	plus [___]%

Interest will be payable on the [class A-__] auction rate notes on each auction rate distribution date.  The interest rate for the auction rate notes will be determined on each auction date as described below under “—The Auction Rate Notes.”

Distributions of Principal.  Principal payments are made or allocated to the class A noteholders on each quarterly distribution date in an amount generally equal to the Principal Distribution Amount times the Class A Percentage for that quarterly distribution date, until the principal balance of each class of class A notes is reduced to zero.

Principal payments on the class A notes are generally funded from Available Funds and the other sources of funds available for payment described in this prospectus supplement (subject to all prior required distributions).  See “—The Class B Notes—Subordination of the Class B Notes,” “—Distributions” and “—Credit Enhancement” in this prospectus supplement.  If these sources are insufficient to pay the Class A Noteholders’ Principal Distribution Amount for a quarterly distribution date, the shortfall will be added to the principal payable to the class A noteholders on subsequent quarterly distribution dates. Amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to make principal payments on the class A notes except at maturity of the applicable class of notes or on the final distribution upon termination of the trust.  Principal allocated to the auction rate notes on a quarterly distribution date that is not also an auction rate distribution date will be deposited into the future distribution account and paid to the auction rate noteholders on the next auction rate distribution date, in lots of $50,000 chosen randomly.

Principal payments generally are applied on each quarterly distribution date in the priorities set forth under “—Distributions” below.

Absent an event of default, no principal will be paid to the auction rate notes until the outstanding principal balances of the class [A-__] and class [A-__] notes have been reduced to zero.

The class [A-__] and class [A-__] notes have been paid in full and will receive no further distributions from the trust.

However, notwithstanding any other provision to the contrary, following the occurrence of an event of default and the exercise by the indenture trustee of remedies under the indenture, principal payments on the class A notes will be made pro rata, without preference or priority.

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The aggregate outstanding principal balance of each class of class A notes will be due and payable in full on its maturity date.  The actual date on which the aggregate outstanding principal and accrued interest of a class of class A notes is paid may be earlier than its maturity date, based on a variety of factors as described in “Risk Factors” in the base prospectus.

The Class B Notes

Distributions of Interest.    Interest accrues on the outstanding principal balances of the class B notes at their respective interest rates.  Interest accrues during each accrual period and is generally payable quarterly to the floating rate class B noteholders on each quarterly distribution date or, with respect to auction rate noteholders, monthly on each auction rate distribution date, as applicable.  Interest accrued as of any related distribution date but not paid on that distribution date is due on the next applicable distribution date together with an amount equal to interest on the unpaid amount at the applicable rate per annum specified in the definition of Class B Note Interest Shortfall in the Glossary.  Interest payments on the class B notes for any distribution date are generally funded from Available Funds and other sources of funds available for payment described in this prospectus supplement (subject to all prior required distributions).  See “—The Class B Notes—Subordination of the Class B Notes,” “—Distributions” and “—Credit Enhancement—Reserve Account” in this prospectus supplement.

The annual interest rate for the class [B-__] notes with respect to each accrual period will be equal to three-month LIBOR plus [__]%.  The administrator determines three-month LIBOR for the class B notes for all accrual periods in the same manner as for the class A notes described above under “—The Class A Notes—Distributions of Interest.”

[Interest will be payable on the [class B-__] auction rate notes on each auction rate distribution date.  The interest rate for the auction rate notes will be determined on each auction date as described below under “—The Auction Rate Notes.”]

Distributions of Principal.  Principal payments will be made to the class B noteholders on each quarterly distribution date on and after the Stepdown Date, provided that a Trigger Event has not occurred and is not continuing, in an amount generally equal to the Class B Noteholders’ Principal Distribution Amount for that quarterly distribution date.  Principal payments on the class B notes for any quarterly distribution date will generally be funded from the portion of Available Funds and the other sources of funds available for payment as described in this prospectus supplement (subject to all prior required distributions).  Amounts on deposit in the reserve account (other than amounts in excess of the Specified Reserve Account Balance) will not be available to make principal payments on the class B notes except at their maturity and on the final distribution upon termination of the trust.  See “—Distributions” and “—Credit Enhancement—Reserve Account” below.  [Principal allocated to the auction rate notes on a quarterly distribution date that is not also an auction rate distribution date will be deposited into the future distribution account and paid to the auction rate noteholders on the next auction rate distribution date, in lots of $50,000 chosen randomly.]

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The outstanding principal balance of the class B notes will be due and payable in full on the class B maturity date to the extent of Available Funds. The actual date on which the final distribution on the class B notes will be made may be earlier than the class B maturity date, however, based on a variety of factors as described in “Risk Factors” in the base prospectus.

Subordination of the Class B Notes.  On any quarterly or auction rate distribution date, as the case may be, distributions of interest on the class B notes will be subordinated to the payment of interest on the class A notes and on each quarterly distribution date payment of the Class B Noteholders’ Principal Distribution Amount will be subordinated to the payment of both interest and the applicable Class A Noteholders’ Principal Distribution Amount.  Consequently, on any related distribution date, Available Funds and amounts on deposit in the reserve account remaining after payment of the primary servicing fee, the administration fee, the auction agent fee, the broker-dealer fee will be applied to the payment of interest on the class A notes prior to any payment of interest on the class B notes, and no payments of the principal balance on the class B notes will be made on a related quarterly distribution date until the class A notes have received the applicable Class A Noteholders’ Principal Distribution Amount.

Notwithstanding the foregoing, if

(1) on any quarterly distribution date following distributions under clauses (a) through (f) under “—Distributions—Distributions from the Collection Account” to be made on that quarterly distribution date, the outstanding principal balance of the class A notes, would be in excess of:

· the outstanding principal balance of the trust student loans plus

· any accrued but unpaid interest on the trust student loans as of the last day of the related collection period plus

· the balance of the reserve account on the quarterly distribution date following those distributions made under clauses (a) through (f) under “—Distributions—Distributions from the Collection Account” below minus

· the Specified Reserve Account Balance for that quarterly distribution date, or

(2) an event of default under the indenture affecting the class A notes has occurred and is continuing,

then, until the conditions described in (1) or (2) above no longer exist, the amounts on deposit in the collection account and the reserve account will be applied on that quarterly distribution date to the payment of the Class A Noteholders’ Distribution Amount and any Supplemental Interest Account Deposit Amount before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount.

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The Auction Rate Notes

The interest rate for the auction rate notes will be reset on the interest rate adjustment date to the interest rate determined pursuant to the auction procedures described below.  Interest on the auction rate notes will accrue daily and will be computed for the actual number of days elapsed on the basis of a year consisting of 360 days.  Interest and, if applicable, principal on the auction rate notes will be payable on the first business day following the expiration of each applicable accrual period.  Determination of Interest Rates.  The procedures that will be used in determining the interest rate on the auction rate notes are summarized in the following paragraphs.

The interest rate on the auction rate notes will be determined periodically by means of a “Dutch Auction.”  In this Dutch Auction, investors and potential investors submit orders through an eligible broker-dealer as to the principal amount of auction rate notes that they wish to buy, hold or sell at various interest rates.  The broker-dealers submit their clients’ orders to the auction agent.  The auction agent processes all orders submitted by all eligible broker-dealers and determines the interest rate for the upcoming accrual period.  The broker-dealers are notified by the auction agent of the interest rate for the upcoming accrual period and are provided with settlement instructions relating to purchases and sales of auction rate notes.  Auction rate notes will be purchased and sold between investors and potential investors at a price equal to their then-outstanding principal balance plus any accrued interest.  [____________] is currently servicing as auction agent for the auction rate notes and [___________] is currently servicing the as broker-dealer for the auction rate notes.  The auction agent may also enter into broker-dealer agreements with additional broker-dealers.  The auction agent fees and broker-dealers fees per year will not exceed the product of [0.18%] and the outstanding principal balance of the auction rate notes.

In the auction, the following types of orders may be submitted:

· “bid/hold orders”—specify the minimum interest rate that a current investor is willing to accept in order to continue to hold its auction rate notes for the upcoming accrual period;

· “sell orders”—an order by a current investor to sell a specified principal amount of its auction rate notes, regardless of the upcoming interest rate; and

· “potential bid orders”—specify the minimum interest rate that a potential investor, or a current investor wishing to purchase additional auction rate notes of a specific class of auction rate notes, is willing to accept in order to buy a specified principal amount of that class of auction rate notes.

If an existing investor does not submit orders with respect to all its auction rate notes, the investor will be deemed to have submitted a hold order at the new interest rate for that portion of its auction rate notes for which no order was received.

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See “Additional Information Regarding the Notes—Auction Rate Notes” in the base prospectus for an example that illustrates how the auction procedures are used in determining the interest rate on the auction rate notes.

Maximum Auction Rate And Interest Carryovers.  If the auction rate is greater than the maximum auction rate, then the interest rate for the auction rate notes will be the maximum auction rate.

In such event, if the interest rate for the auction rate notes is set at the auction student loan rate (which is the weighted average interest rate of the trust student loans, minus specified administrative expenses), the excess of (a) the lower of (1) the auction rate and (2) the maximum auction rate which would have been applied if the auction student loan rate were not a component of the maximum auction rate, over (b) the auction student loan rate will be carried over.  If there are insufficient bid orders to purchase all the auction rate notes offered for sale in an auction and the interest rate is set at the auction student loan rate, the excess of the maximum auction rate which would have been applied if the auction student loan rate was not a component of the maximum auction rate over the auction student loan rate will be carried over.  The carryover amount will bear interest calculated at a rate equal to one-month LIBOR.  The ratings of the notes do not address the payment of carryover amounts or interest accrued on carryover amounts.

The carryover amount plus any interest accrued thereon will be allocated to the auction rate notes pursuant to clause (j) under “—Distributions—Quarterly Distributions from the Collection Account” on a quarterly distribution date to the extent funds are available after the application of clauses (a) through (i)on that quarterly distribution date.  Any carryover amount and interest accrued on the carryover amount so allocated will be paid to the registered owner on the record date with respect to which the carryover amount accrued on the immediately succeeding auction rate distribution date.  Any carryover amount not paid at the time of final payment of the auction rate notes will be extinguished.

Changes in Auction Period.  The broker-dealers may, from time to time, change the length of the auction period for the auction rate notes in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the auction period and the interest rate borne by the auction rate notes.  The broker-dealers will initiate the auction period adjustment by giving written notice to the indenture trustee, the auction agent, each rating agency and the registered owners of the auction rate notes at least 10 days prior to the auction date for the auction rate notes.  Any adjusted auction period will be at least 7 days but not more than 270 days.  The auction period adjustment will take effect only if approved by the broker-dealers and if the auction agent receives orders sufficient to complete the auction for the new auction period at a rate of interest below the maximum auction rate.

Changes in the Auction Date.  The broker-dealers may specify a different auction date for a class of auction rate notes in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant

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to the day of the week constituting an auction date for that class of auction rate notes.  The broker-dealers will provide notice of their determination to specify an earlier auction date in writing at least 10 days prior to the proposed changed auction date to the indenture trustee, the auction agent, each rating agency and the registered owner.

Bidding by Broker-Dealers. The broker-dealers are permitted, but not obligated, to submit sell orders or bid/hold orders (“orders”) in auctions for their own accounts either as a bidder or as a seller, and they routinely do so in the auction rate securities market in their sole discretion.  If a broker-dealer submits an order for its own account, it would likely have an advantage over other bidders because that broker-dealer would have knowledge of some or all of the other orders placed through broker-dealers in that auction and, thus, could determine the rate and size of its order so as to ensure that its order is likely to be accepted in the auction and that the auction is likely to clear at a particular rate.  For this reason, and because the broker-dealers are appointed and paid by the trust to serve as broker-dealers in the auction, the broker-dealers’ interests in conducting an auction may differ from those of existing auction rate noteholders and prospective auction rate noteholders who participate in auctions.  See “—Auction Dealer Fees” below.  A broker-dealer would not have knowledge of orders submitted to the auction agent by any other firm that is, or may in the future be, appointed to accept orders pursuant to a broker-dealer agreement.

A broker-dealer may routinely place one or more bids in an auction for its own account to acquire auction rate notes for its inventory, to prevent an “auction failure event” (i.e., an event where there are insufficient clearing bids which would result in the auction rate being set at the maximum rate) or an auction from clearing at a rate that it believes does not reflect the market for the auction rate notes.  A broker-dealer may place such bids even after obtaining knowledge of some or all of the other orders submitted through it.  When bidding for its own account, a broker-dealer may also bid outside or inside the range of rates that it posts in its price talk.  See“—Price Talk” below.

A broker-dealer also may routinely encourage bidding by others in auctions, including to prevent an auction failure event or an auction from clearing at a rate that it believes does not reflect the market for the auction rate notes.  A broker-dealer may routinely encourage such bids even after obtaining knowledge of some or all of the other orders submitted through it.

Bids by a broker-dealer or by those it may encourage to place bids are likely to affect (i) the auction rate — including preventing the auction rate from being set at the maximum rate or otherwise causing bidders to receive a higher or lower rate than they might have received had a broker-dealer not bid or not encouraged others to bid and (ii) the allocation of auction rate notes being auctioned — including displacing some bidders who may have their bids rejected or receive fewer auction rate notes than they would have received if a broker-dealer had not bid or encouraged others to bid.  Because of these practices, the fact that an auction clears successfully does not mean that an investment in the auction rate notes involves no significant liquidity or credit risk.  The broker-dealers are not obligated to continue to place such bids or encourage other bidders to do

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so in any particular auction to prevent an auction from failing or clearing at a rate the broker-dealers believe does not reflect the market for the auction rate notes.  Investors should not assume that any broker-dealer will do so or that auction failure events and unfavorable auction rates will not occur. Investors should also be aware that bids by the broker-dealers or by those they may encourage to place bids may cause unfavorable auction rates to occur.

In any particular auction, if all the auction rate notes are subject to hold orders (i.e., each holder of auction rate notes wishes to continue holding its auction rate notes, regardless of the interest rate), the interest rate for the upcoming accrual period will equal the all-hold rate (such a situation is called an “all-hold auction”).  When an all-hold auction is likely, a broker-dealer may, but is not obligated to, advise its customers that are existing auction rate noteholders of that fact, which might facilitate the submission of bids by such existing auction rate noteholders that would avoid the occurrence of an all-hold auction.  If a broker-dealer decides to inform any of its customers that are existing auction rate noteholders of the likelihood of an all-hold auction, it will make that information available to all of its customers that are existing auction rate noteholders at the same time.

If a broker-dealer holds any auction rate notes for its own account on an auction date, it will submit a sell order into the auction with respect to such auction rate notes, which would prevent that auction from being an all-hold auction.  A broker-dealer may, but is not obligated to, submit bids for its own account in that same auction, as set forth above.

Auction Dealer Fees.  For many auction rate securities, the broker-dealers have been appointed by the issuers of the securities to serve as dealers for the related auctions and are paid by those issuers for their services.  With respect to the auction rate notes, each broker-dealer has been appointed to serve as a broker-dealer in the auctions pursuant to a broker-dealer agreement among the trust, the auction agent and the applicable broker-dealer, which provides that each broker-dealer will receive broker-dealer fees from the trust at an annual rate not to exceed 0.16% of the principal amount of the auction rate notes sold or successfully placed through that broker-dealer. As a result, the broker-dealer’s interests in conducting auctions may differ from those of investors who participate in auctions.

Each broker-dealer may share a portion of the broker-dealer fees it receives from the trust with other brokers or dealers (“non-program broker-dealers”) that submit orders through that broker-dealer that it successfully places in auctions.  Similarly, with respect to auctions for other auction rate securities for which a broker-dealer does not serve as a dealer, the non-program broker-dealers who serve as dealers in those auctions may share auction dealer fees with that broker-dealer for orders that such broker-dealer submits through those non-program broker-dealers that those non-program broker-dealers successfully place in those auctions.

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Price Talk.  Before the start of an auction, any broker-dealer, in its discretion, may make available to its customers that are existing auction rate noteholders and prospective auction rate noteholders its good faith judgment of the range of likely clearing rates for the auction based on market and other information.  This is known as “price talk.”  Price talk is not a guaranty, and existing auction rate noteholders and prospective auction rate noteholders are free to use it or ignore it.  If a broker-dealer provides price talk, it will make the price talk available to all of its customers that are existing auction rate noteholders and prospective auction rate noteholders.  A broker-dealer may occasionally update and change the price talk based on changes in the trust’s credit quality or macroeconomic factors that are likely to result in a change in interest rate levels, such as an announcement by the Federal Reserve Board of a change in the Federal Funds rate or an announcement by the Bureau of Labor Statistics of unemployment numbers.  Such broker-dealer will make such changes available to all of its customers that are existing auction rate noteholders and prospective auction rate noteholders that were given the original price talk.

All-or-Nothing Bids.  The broker-dealers do not accept all-or-nothing bids (i.e., bids whereby the bidder proposes to reject an allocation smaller than the entire quantity bid) or any other type of bid that allows the bidder to avoid auction procedures that require the pro rata allocation of auction rate notes where there are not sufficient sell orders to fill all bids at the clearing rate.

No Assurances Regarding Auction Outcomes.  No broker-dealer provides assurance as to the outcome of any auction.  Nor does any broker-dealer provide any assurance that any bid will be accepted or that the auction will clear at a rate that a bidder considers acceptable.  Bids may be rejected or may be only partially filled.

Deadlines/Auction Periods.  Each particular auction has a formal time deadline by which all bids must be submitted by the broker-dealers to the auction agent.  This deadline is called the auction submission deadline.  To provide sufficient time to process and submit customer bids to the auction agent before the auction submission deadline, each broker-dealer imposes an earlier deadline — called the broker-dealer deadline — by which bidders must submit bids to that broker-dealer.  Each broker-dealer’s broker-dealer deadline is subject to change by the applicable broker-deal. The broker-dealers may allow for correction of clerical errors after the broker-dealer deadline and prior to the auction submission deadline.  The broker-dealer may submit bids for their own account at any time until the auction submission deadline.  The auction agent may allow for the correction of clerical errors for a specified period of time after the auction submission deadline.

During any auction period, the broker-dealers may change the length of the next auction period.  In auctions that are subject to the changed auction period, the broker-dealers may place a bid to buy auction rate notes that may effectively place an upper limit on the rate that can be set at the auction rate that is below the maximum rate.  Each broker-dealer may negotiate a separate fee from the trust in such circumstances.

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Existing Auction Rate Noteholders’ Ability to Resell Auction Rate Notes May Be Limited.  As has occurred previously beginning on [_________, 20__] the auction rate notes began to experience a prolonged period of ongoing failed auctions. [The auction rate notes continue to experience monthly failed auctions, which are expected to continue after the reoffering closing date.]  [Beginning on [___________ 20__] the auction rate notes began to be successfully auctioned on each related auction date.]  During [the] [this] prolonged period when the auction rate notes [experienced] [continue to experience] failed auctions, existing auction rate noteholders [were] [are] not able and may not in the future be able be able to sell all of the auction rate notes that are the subject of submitted sell orders unless there are sufficient bidders willing to purchase all the auction rate notes in the auction.  If sufficient clearing bids have not been made, existing auction rate noteholders that have submitted sell orders will not be able to sell in the auction all, and may not be able to sell any, of the auction rate notes subject to such submitted sell orders.  As discussed above under “—Bidding By Broker-Dealers”, a broker-dealer may submit a bid in an auction to keep it from failing, but it is not obligated to do so and have not been submitting bids in the recent past.  As has happened in the recent past, there may not be enough bidders to prevent an auction from failing in the absence of the broker-dealers bidding in the auction for their own account or encouraging others to bid.  Therefore, auction failure events are possible, especially if the trust’s credit were to deteriorate, another market disruption were to occur or if, for any reason, the broker-dealers were unable or unwilling to bid.  See “Risk Factors—The Lack Of A Market for Auction Rate Securities Could Again In The Future Result In Prolonged Periods Of Failed Auctions And A Loss Of Liquidity” above.

Between auctions, there can be no assurance that a secondary market for the auction rate notes will develop or, if it does develop, that it will provide existing auction rate noteholders the ability to resell the auction rate notes on the terms or at the times desired by an existing auction rate noteholder.  A broker-dealer may, in its own discretion, decide to buy or sell auction rate notes in the secondary market for its own account to or from investors at any time and at any price, including at prices equivalent to, below, or above the par value of the auction rate notes.  However, broker-dealers are not obligated to make a market in the auction rate notes, and may discontinue trading in the auction rate notes without notice for any reason at any time.  Existing auction rate noteholders who resell between auctions may receive less than par value, depending on market conditions.

The ability to resell the auction rate notes will depend on various factors affecting the market for the auction rate notes, including news relating to the trust, the attractiveness of alternative investments, the perceived risk of owning the auction rate notes (whether related to credit, liquidity or any other risk), the tax or accounting treatment accorded the auction rate notes, reactions of market participants to regulatory actions or press reports, financial reporting cycles and market conditions generally.  Demand for the auction rate notes may change without warning, and declines in demand may be short-lived or continue for longer periods.

Resignation of the Auction Agent Under the Auction Agent Agreement or a Broker-Dealer Under the Broker-Dealer Agreement Could Impact the Ability to Hold Auctions.  The auction agent agreement provides that the auction agent may resign from its duties as auction agent by

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giving at least 30 days’ notice to the indenture trustee, the trust and each broker-dealer and does not require, as a condition to the effectiveness of such resignation, that a replacement auction agent be in place if its fee has not been paid. The auction agent may terminate the auction agent agreement if, after notifying the indenture trustee and the trust that it has not received payment of any auction agent fee due it in accordance with the terms hereof, the auction agent does not receive such payment within 25 days.  Any resignation or termination of the auction agent, other than as described in the immediately preceding sentence, shall not become effective until a successor auction agent has been appointed and such successor auction agent has accepted such position; provided, however, that if a successor auction agent has not been appointed within 60 days after the date specified in its notice of resignation, then the auction agent may petition a court of competent jurisdiction for a replacement.

The broker-dealer agreements provide that a broker-dealer thereunder may resign upon 30 days’ notice or immediately, in certain circumstances, and does not require, as a condition to the effectiveness of such resignation, that a replacement broker-dealer be in place.  For any auction period during which there is no duly appointed auction agent, or during which there is no duly appointed broker-dealer, it will not be possible to hold auctions, with the result that the interest rate on the auction rate notes will be determined by a securities dealer appointed by the trust (or the administrator acting on its behalf) capable of making such a determination in accordance with the applicable auction rate note procedures and shall equal the lesser of (1) the applicable maximum rate in effect for that accrual period and (2) the auction student loan rate (which is the weighted average interest rate of the trust student loans, minus specified administrative expenses) in effect for that accrual period.

Notice of Interest Rates

Information concerning past and current three-month LIBOR, any other applicable index, and the interest rates applicable to the auction rate notes, will be available on the administrator’s website at http://www.salliemae.com/investors/debtasset/slmsltrusts/issuedetails/[20__-__].htm or by telephoning the administrator at (___) ___-____ between the hours of 9:00 a.m. and 4:00 p.m. Eastern time on any business day and will also be available through [Reuters Screen LIBOR01 Page] or [Bloomberg L.P.]  [If any class of auction rate notes is listed on the Luxembourg Stock Exchange, the administrator will also notify the Luxembourg paying agent, if any, and will cause the Luxembourg Stock Exchange to be notified, of the current interest rate for each class of notes then listed on the exchange prior to the first day of each accrual period.]

Accounts

The administrator has established and maintains, in the name of the indenture trustee, the collection account, the reserve account, the capitalized interest account (however, no amounts remain on deposit in this account and none will be added in the future), the add-on consolidation loan account (however, no amounts remain on deposit in this account and none will be added in the future) and the future distribution account, each on behalf of the noteholders.

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Funds in the collection account, the reserve account, and the future distribution account will be invested as provided in the indenture in eligible investments.  Eligible investments are generally limited to investments acceptable to the rating agencies as being consistent with the ratings of the notes.  Subject to some conditions, eligible investments may include debt instruments or other obligations (including asset-backed securities) issued by Sallie Mae, the selling securitiesholder, [the depositor] or their respective affiliates, other trusts originated by Sallie Mae, the selling securitiesholder, [the depositor] or their respective affiliates or third parties and repurchase obligations of those persons with respect to federally guaranteed student loans that are serviced by the servicer or an affiliate thereof.  Eligible investments are limited to obligations or debt instruments that are expected to mature not later than the business day immediately preceding the next applicable auction rate distribution date, or, with respect to the collection account only, the next monthly servicing fee payment date, to the extent of the primary servicing fee; provided, however, that with respect to funds on deposit in any accumulation account, related eligible investments may mature no later than the business day immediately preceding the next auction rate distribution date for the applicable class of auction rate notes.

Servicing Compensation

The servicer is entitled to receive the servicing fee in an amount equal to the primary servicing fee and the carryover servicing fee as compensation for performing the functions as servicer for the trust.  The primary servicing fee is payable on each monthly servicing payment date and will be paid solely out of Available Funds and amounts on deposit in the reserve account on that date.  The carryover servicing fee is payable to the servicer on each quarterly distribution date out of Available Funds after payment on that quarterly distribution date of clauses (a) through (h) under “—Distributions—Distributions from the Collection Account”  below.  The carryover servicing fee will be subject to increase agreed to by the administrator, the eligible lender trustee and the servicer to the extent that a demonstrable and significant increase occurs in the costs incurred by the servicer in providing the services to be provided under the servicing agreement, whether due to changes in applicable governmental regulations, guarantor program requirements or regulations, or postal rates.

Distributions

Deposits into the Collection Account.    On or about the business day immediately preceding each quarterly distribution date, the servicer and the administrator will provide the indenture trustee with certain information as to the preceding collection period, including the amount of Available Funds received from the trust student loans and the aggregate purchase amount of the trust student loans to be purchased from the trust by the sellers, the depositor or the servicer.

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Except as provided in the next paragraph, the servicer will deposit all payments on trust student loans and all proceeds of trust student loans collected by it during each collection period into the collection account within two business days of receipt.  Except as provided in the next paragraph, the eligible lender trustee will deposit all interest subsidy payments and all special allowance payments on the trust student loans received by it for each collection period into the collection account within two business days of receipt.

However, for so long as no administrator default has occurred and is continuing, the servicer and the eligible lender trustee will remit the amounts referred to above that would otherwise be deposited by it into the collection account to the administrator within two business days of receipt, and the administrator will remit those amounts to the collection account on or before the business day preceding each monthly servicing payment date, together with interest calculated from the first day of the month following receipt by the administrator to but excluding the day on which the administrator remits such amounts to the collection account at a rate no less than the federal funds rate for each day during that period less [0.20%].  See “Servicing and Administration—Payments on Student Loans” in the base prospectus.

Distributions from the Collection Account.  On each monthly servicing payment date that is not a quarterly distribution date, the administrator will instruct the indenture trustee to pay to the servicer the primary servicing fee due for the period from and including the preceding monthly servicing payment date from amounts on deposit in the collection account.

Monthly Distributions from the Collection Account.  On or before the [15th] business day of each month (the “monthly allocation date”), the administrator will instruct the indenture trustee to make the following distributions and allocations on the related monthly allocation date with funds on deposit in the collection account:

· first, deposit into the future distribution account for the servicer the amount of the primary servicing fee that will accrue for the related calendar month plus previously accrued and unpaid or set aside amounts,

· second, deposit into the future distribution account for the administrator the amount of the administration fee that will accrue for the related calendar month plus previously accrued and unpaid or set aside amounts,

· third, deposit into the future distribution account, for the auction agent and the broker-dealer, pro rata, an amount equal to the sum of the auction agent’s and broker-dealer’s respective fees expected to be payable from the calendar day after the current calendar month’s quarterly distribution date or monthly allocation date through the following quarterly distribution date or monthly allocation date, as the case may be, plus previously accrued and unpaid or set aside amounts,

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· fourth, deposit into the future distribution account, for each class of class A notes, an amount equal to interest expected to accrue on the class A notes [(including the auction rate notes)] from the calendar day after the current calendar month’s quarterly distribution date or monthly allocation date through the following quarterly distribution date or monthly allocation date, as the case may be, plus previously accrued and unpaid or set aside amounts, [and]

· [fifth, deposit into the future distribution account, for each class of class B notes, an amount equal to interest expected to accrue on the class B notes [(including the auction rate notes)] from the calendar day after the current calendar month’s quarterly distribution date or monthly allocation date through the following monthly allocation date, plus previously accrued and unpaid or set aside amounts.]

Quarterly Distributions from the Collection Account.  On or before each quarterly distribution date, the administrator will instruct the indenture trustee to make the following deposits, allocations and distributions in the amounts and in the order of priority shown below, except as otherwise provided under “—The Notes—The Class B Notes—Subordination of the Class B Notes” and “—The Notes—The Class A Notes—Distributions of Principal” in this prospectus supplement, to the extent of Available Funds for that quarterly distribution date, and amounts transferred from the reserve account with respect to that quarterly distribution date:

(a)           to the servicer, the primary servicing fee due on that quarterly distribution date;

(b)           to the administrator, the administration fee due on that quarterly distribution date and all prior unpaid administration fees;

(c)           pro rata, to the auction agent and to the broker-dealers for their respective fees that are due and payable on such quarterly distribution date to the extent that such quarterly distribution date is also an auction rate distribution date;

(d)           to the class A noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata, based on the aggregate principal balance of the class A notes; [provided that if such quarterly distribution date is not also an auction rate distribution date for the auction rate notes, no amounts will be paid or allocated at this clause (d) to the auction rate class notes;]

(e)           to the class B noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the aggregate principal balance of the class B notes; [provided that if such quarterly distribution date is not also an auction rate distribution date for the auction rate class B notes, no amounts will be paid or allocated at this clause (e) to the auction rate class B notes;]

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(f)           sequentially, to the class [A-__] [A-__] [and auction rate] noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount;

(g)           on each quarterly distribution date on and after the Stepdown Date, and provided that no Trigger Event is in effect on such quarterly distribution date, [pro rata,] [sequentially] to the class [B-__] [and auction rate] noteholders [(and in the case of the auction rate notes, in even lots of $50,000)] until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; [provided that if such quarterly distribution date is not also an auction rate distribution date, all amounts allocated with respect to the auction rate notes will be deposited into the future distribution account for payment on the next auction rate distribution date;]

(h)           to the reserve account, the amount, if any, necessary to reinstate the balance of the reserve account to the Specified Reserve Account Balance;

(i)           to the servicer, the aggregate unpaid amount of the carryover servicing fee, if any;

(j)           with respect to the auction rate notes, to the auction rate noteholders, any carryover amounts; provided that if such quarterly distribution date is not also an auction rate distribution date, all amounts allocated with respect to the auction rate notes will be deposited into the future distribution account for payment on the next auction rate distribution date;

(k)           to the excess distribution certificateholder, any remaining amounts after application of the preceding clauses.

Notwithstanding the foregoing, in the event the trust student loans are not sold on the trust auction date, on each subsequent quarterly distribution date on which the Pool Balance is equal to 10% or less of the sum of (i) the Initial Pool Balance and (ii) the aggregate initial principal balance of all additional trust student loans acquired using funds on deposit in the pre-funding account, including accrued interest to be capitalized, as of their respective subsequent cutoff dates, the administrator will direct the indenture trustee to distribute as accelerated payments of principal on the notes all amounts that otherwise would be paid to the excess distribution certificateholder.

Distributions from the Future Distribution Account.  On each monthly allocation date that is not also a quarterly distribution date, the administrator will instruct the indenture trustee to pay to the servicer, from amounts on deposit in the future distribution account for the benefit of the servicer, and then from amounts on deposit in the collection account, the capitalized interest account and the reserve account, in that order, the amount of the primary servicing fee due and payable to the servicer on such monthly allocation date.

On each auction rate distribution date that is not also a quarterly distribution date, the administrator will instruct the indenture trustee to make the following distributions:

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· first, from amounts deposited in the future distribution account for the benefit of the auction agent and the broker-dealer and then from amounts on deposit in the collection account, pro rata, to the auction agent and the broker-dealers, the respective fees of the auction agent and the broker-dealers;

· second, from amounts deposited in the future distribution account for the benefit of the auction rate notes, and then from amounts on deposit in the collection account, to the auction rate notes, an amount equal to the Class [A] [B] Noteholders’ Interest Distribution Amount for the auction rate notes;

· third, from amounts deposited in the future distribution account that were allocated to the auction rate notes on the immediately preceding quarterly distribution date, to the auction rate  notes, an amount equal to principal payable thereon; and

· fourth, from amounts deposited in the future distribution account that were allocated to the auction rate notes on the immediately preceding quarterly distribution date, to the auction rate notes, an amount equal to any carryover amounts and interest on any carryover amounts with respect thereto.

Amounts on deposit in the future distribution account with respect to principal and carryover amounts allocated to the auction rate notes will be paid to the auction rate notes on the next auction rate distribution date.  Principal payable to the auction rate notes on an auction rate distribution date will be made in lots of $50,000.

Distributions Following an Event of Default and Acceleration of the Maturity of the Notes

After any of the following:

· an event of default under the indenture relating to the payment of principal on any class at its maturity date or to the payment of interest on the controlling class of notes which has resulted in an acceleration of the notes,

· an event of default under the indenture relating to an insolvency event or a bankruptcy with respect to the trust which has resulted in an acceleration of the notes, or

· a liquidation of the trust assets following any event of default under the indenture,

the priority of the payment of the notes changes.  In particular, payments on the notes on each quarterly distribution date following the acceleration of the notes as provided above will be made in the following order of priority:

FIRST:             pro rata, to the indenture trustee, for annual fees and any other amounts due and owing under the indenture, and to the eligible lender trustee and Delaware trustee, for annual fees and any other amounts due and owing under the trust agreement (but, in each case, only to the extent not paid by the administrator or the depositor);

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SECOND:        to the servicer, the primary servicing fee due on that distribution date;

THIRD:            to the administrator, the administration fee due on that distribution date and all prior unpaid administration fees;

FOURTH:        pro rata, to the auction agent and the broker-dealer their respective fees that are due and payable on such quarterly distribution date to the extent that such quarterly distribution date is also an auction rate distribution date;

FIFTH:             pro rata, based on the aggregate principal balance of the class A notes to the class A noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; [provided that if such quarterly distribution date is not also an auction rate distribution date for the auction rate notes, amounts will be allocated at this clause FIFTH to the auction rate notes to be paid on the next auction rate distribution date;]

SIXTH:             pro rata, based on the aggregate principal balance of the class A notes to the class A noteholders, ratably, an amount sufficient to reduce the respective principal balances of those class A notes to zero; [provided that if such quarterly distribution date is not also an auction rate distribution date for the auction rate notes, all amounts allocated with respect to the auction rate notes will be deposited into the future distribution account for payment on the next auction rate distribution date;]

SEVENTH:       pro rata, based on the aggregate principal balance of the class B notes, to the class B noteholders, the Class B Noteholders’ Interest Distribution Amount; [provided that if such quarterly distribution date is not also an auction rate distribution date for the auction rate notes, all amounts allocated with respect to the auction rate notes will be deposited into the future distribution account for payment on the next auction rate distribution date;]

EIGHTH:           to the class B noteholders, ratably, an amount sufficient to reduce the respective principal balances of the class B notes to zero; [provided that if such quarterly distribution date is not also an auction rate distribution date for the auction rate notes, all amounts allocated with respect to the auction rate notes will be deposited into the future distribution account for payment on the next auction rate distribution date;]

NINTH:             to the servicer, the aggregate unpaid amount of the carryover servicing fee, if any;

TENTH:             with respect to the auction rate notes, to the auction rate noteholders, any carryover amounts; provided that if such quarterly distribution date is not also an auction rate distribution date for the auction rate notes, all amounts allocated with respect to the auction rate notes will be deposited into the future distribution account for payment on the next related auction rate distribution date;

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TWELFTH:       to the excess distribution certificateholder, any remaining amounts after application of the preceding clauses.

Voting Rights and Remedies

Noteholders will have the voting rights and remedies described in the base prospectus.  The notes will all vote and exercise remedies together as if they were a single class other than with respect to exercising the right to liquidate collateral, in which case the class A notes and the class B notes have different rights.  See “Description of the Notes—The Indenture—Events of Default; Rights Upon Event of Default” in the base prospectus.

Credit Enhancement

Reserve Account.  The reserve account was created with an initial deposit by the trust on the original closing date and, as of the [_________, 20___] quarterly distribution date, it had a balance of [$_________________.]  The reserve account will be replenished on each quarterly distribution date, by deposit into it of the amount, if any, necessary to reinstate the balance of the reserve account to the Specified Reserve Account Balance from the amount of Available Funds remaining after payment for that quarterly distribution date under clauses (a) through (g) under “—Distributions—Distributions from the Collection Account” above.

If the market value of securities and cash in the reserve account together with amounts on deposit in any supplemental interest account on any quarterly distribution date is sufficient to pay the remaining principal amount of and interest accrued on the notes and any carryover servicing fee, these assets will be so applied on that quarterly distribution date.

If the amount on deposit in the reserve account on any quarterly distribution date after giving effect to all deposits or withdrawals from the reserve account on that quarterly distribution date is greater than the Specified Reserve Account Balance for that quarterly distribution date, subject to certain limitations, the administrator will instruct the indenture trustee to deposit the amount of the excess into the collection account for distribution on that quarterly distribution date.

Amounts held from time to time in the reserve account will continue to be held for the benefit of the trust.  Funds will be withdrawn from cash in the reserve account on any quarterly distribution date or, in the case of the payment of any primary servicing fee, on any monthly servicing payment date, to the extent that the amount of Available Funds on that quarterly distribution date or monthly servicing payment date is insufficient to pay any of the items specified in clauses (a) through (e) under “—Distributions—Distributions from the Collection Account” above.  These funds also will be withdrawn at maturity of a class of notes or on the final distribution upon termination of the trust to the extent that the amount of Available Funds at that time is insufficient to pay any of the items specified in clauses (f) and (g) and, in the case of the final distribution upon

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termination of the trust, clauses (h) through (j) under “—Distributions—Distributions from the Collection Account” above.  These funds will be paid from the reserve account to the persons and in the order of priority specified for distributions out of the collection account in clauses (a) through (e), clauses (f) and (g), and clauses (h) through (j), as applicable.

The reserve account is primarily intended to enhance the likelihood of timely distributions of interest to the noteholders and to decrease the likelihood that the noteholders will experience losses.  In some circumstances, however, the reserve account could be reduced to zero.  Except on the final distribution upon termination of the trust, amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to cover any carryover servicing fees.  Amounts on deposit in the reserve account will be available to pay principal on the notes and accrued interest at the maturity of the notes, and to pay the carryover servicing fee and carryover amounts on the final distribution upon termination of the trust.

Subordination of the Class B Notes.    On any quarterly or auction rate distribution date, as applicable, distributions of interest on the class B notes will be subordinated to the payment of interest on the class A notes and distributions of principal of the class B notes will be subordinated to the payment of both interest on and principal of all of the class A notes.  See “Description of the Notes—The Notes—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement.

Capitalized Interest Account.  All funds on deposit in the capitalized interest account that was created and funded on the original closing date were released to the excess distribution certificateholder on the quarterly distribution date that occurred in [________ 20__].  No additional sums have been or will be deposited into this account.

[Overcollateralization.  Overcollateralization represents the amount by which the Adjusted Pool Balance exceeds the outstanding principal balance of the notes and is intended to provide credit enhancement for the notes.  On the original closing date, the overcollateralization amount was approximately [$__________].  On the reoffering closing date, the overcollateralization amount is expected to equal approximately [$__________].  The application of Available Funds set forth under “—Distributions—Distributions from the Collection Account” above is designed to build the level of overcollateralization to, and maintain it at, the Specified Overcollateralization Amount.  The amount of overcollateralization will vary from time to time depending on the rate and timing of principal payments on the trust student loans, capitalization of interest, certain borrower fees and the incurrence of losses on the trust student loans.]

[Potential Future Interest Rate Cap Agreement]

[At any time, at the direction of the administrator, the trust may enter into one or more interest rate cap agreements (collectively, the “potential future interest rate cap agreement”) with one or more Eligible Swap Counterparties (collectively, the “potential future cap counterparty”) to hedge some or all of the interest rate risk of the notes.  Any potential future interest rate cap agreement would contain customary and usual terms for such derivative agreements.  Any payment due by the trust to a potential future cap counterparty would be payable only out of funds otherwise

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payable to the holder of the excess distribution certificate under clause (k) of “—Distributions—Distributions from the Collection Account” in this prospectus supplement.  Any payments received from a potential future cap counterparty would be included in Available Funds.  The trust will enter into a potential future interest rate cap agreement only upon receipt of a written confirmation from each rating agency then rating the notes that such potential future interest rate cap agreement will not result in the downgrading of its then current rating of any class of notes.  It is not anticipated that the trust would be required to make any payments to any potential future cap counterparty under any potential future interest rate cap agreement other than an upfront payment and, in some circumstances, a termination payment.  As of the reoffering closing date, the trust will not be a party to any interest rate cap agreement.]

Administration Fee

As compensation for the performance of the administrator’s obligations under the administration agreement and as reimbursement for its related expenses, the administrator is entitled to an administration fee in an amount equal to [$______] per collection period payable in arrears on each quarterly distribution date.

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Trust Fees

The table below sets forth the fees payable by or on behalf of the trust.

Party	Amount
Servicer	The primary servicing fee(1) for any month is equal to 1/12th of an amount not to exceed [0.50%] of the outstanding principal amount of the trust student loans, plus the amount of any carryover servicing fee.
Indenture Trustee(2)	[$____] per annum, payable in advance.
Eligible Lender Trustee(3)	[$____] per annum, payable in advance.
Administrator(1)	[$____] per quarter, payable in arrears.
Auction Agent Fees(1)	Not to exceed [__%] per annum of the outstanding principal amount of the auction rate notes.
Broker-Dealer Fees(1)	Not to exceed [__%] per annum of the outstanding principal amount of the auction rate notes.

(1)  To be paid before any amounts are distributed to the noteholders.

(2)  To be paid by the depositor pursuant to a separate agreement with the indenture trustee, and may be paid by the trust if there is an event of default on the notes, and such amount has not previously been paid.

(3)  To be paid by the depositor pursuant to a separate agreement with the eligible lender trustee, and may be paid by the trust if there is an event of default on the notes, and such amount has not previously been paid.

Determination of Indices

For a discussion of the day count basis, interest rate determination dates, interest rate change dates and possible interest rate indices applicable for a class of notes, see “Additional Information Regarding the Notes—Determination of Indices” in the base prospectus.

Optional Purchase

The servicer may purchase or arrange for the purchase of all remaining trust student loans on any quarterly distribution date on or after the first quarterly distribution date when the Pool Balance is [10%] or less of the Initial Pool Balance.

The exercise of this purchase option will result in the early retirement of the remaining notes. The purchase price will equal the amount required to prepay in full, including all accrued and unpaid interest, the remaining trust student loans as of the end of the preceding collection period, but not less than a prescribed minimum purchase amount.

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This prescribed minimum purchase amount is the amount that would be sufficient to:

· pay to noteholders the interest payable on the related quarterly distribution date; and

· reduce the outstanding principal amount of each class of notes then outstanding on the related quarterly distribution date to zero, taking into account all amounts then on deposit in any accumulation account.

See “The Student Loan Pools—Termination” in the base prospectus.

Auction of Trust Assets

The indenture trustee will offer for sale all remaining trust student loans at the end of the first collection period when the Pool Balance is 10% or less of the Initial Pool Balance.

The trust auction date will be the third business day before the related quarterly distribution date.  An auction will be consummated only if the servicer has first waived its optional right to purchase all of the remaining trust student loans.  The servicer will waive its option to purchase all of the remaining trust student loans if it fails to notify the eligible lender trustee and the indenture trustee, in writing, that it intends to exercise its purchase option before the indenture trustee accepts a bid to purchase the trust student loans.  The depositor and its affiliates, including SLM ECFC and the servicer, and unrelated third parties may offer bids to purchase the trust student loans.  The depositor or any affiliate may not submit a bid representing greater than fair market value of the trust student loans.

If at least two bids are received, the indenture trustee will solicit and re-solicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids.  The indenture trustee will accept the highest of the remaining bids if it equals or exceeds the higher of:

· the minimum purchase amount described under “—Optional Purchase” above (plus any amounts owed to the servicer as carryover servicing fees); or

· the fair market value of the trust student loans as of the end of the related collection period.

If at least two bids are not received or the highest bid after the re-solicitation process does not equal or exceed that amount, the indenture trustee will not complete the sale.  The indenture trustee may, and at the direction of the depositor will be required to, consult with a financial advisor, including any of the original underwriters of the notes, or the administrator, to determine if the fair market value of the trust student loans has been offered.  See “The Student Loan Pools— Termination” in the base prospectus.

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The net proceeds of any auction sale will be used to retire any outstanding notes on the related quarterly distribution date.

If the sale is not completed, the indenture trustee may, but will not be under any obligation to, solicit bids for sale of the trust student loans after future collection periods upon terms similar to those described above, including the servicer’s waiver of its option to purchase all of the remaining trust student loans.  The indenture trustee may or may not succeed in soliciting acceptable bids for the trust student loans either on the trust auction date or subsequently.

If the trust student loans are not sold as described above, on each subsequent quarterly distribution date, if the amount on deposit in the reserve account after giving effect to all withdrawals, except withdrawals payable to the depositor, exceeds the specified reserve account balance, the administrator will direct the indenture trustee to distribute the amount of the excess as accelerated payments of note principal.

See “The Student Loan Pools—Termination” in the base prospectus.

STATIC POOLS

Information concerning (1) static pool data for the trust student loans for the immediately preceding five year period, and (2) the static pool data of previous similar student loan securitizations of the sponsor was filed with the SEC as a report on Form 8-K on [_______, 20__] and may be found under CIK [__________]. The Form 8-K presents the static pool data of the related pool of trust student loans and the sponsor’s previous securitizations involving similar student loan assets in the form of published charts. We caution you that this pool of trust student loans may not continue to perform in the same manner in the future as it has over the previous five year period or in a similar manner to student loans in other trusts.

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED MATURITIES OF THE AUCTION RATE NOTES

The rate of payment of principal of the auction rate notes and the yield on the auction rate notes will be affected by prepayments of the trust student loans that may occur as described below.  Therefore, payments on the auction rate notes could occur significantly earlier than expected.  Consequently, the actual maturity of the auction rate notes could be significantly earlier, the weighted average life of the auction rate notes could be significantly shorter, and periodic balances could be significantly lower, than expected.  Each trust student loan is prepayable in whole or in part, without penalty, by the borrowers at any time, or as a result of a borrower’s default, death, disability or bankruptcy and subsequent liquidation or collection of guarantee payments with respect thereto.  The rate of such prepayments cannot be predicted and may be influenced by a variety of economic, social, competitive and other factors, including as described below.  In general, the rate of prepayments may tend to increase to the extent that alternative financing becomes available on more favorable terms or at interest rates significantly below the interest rates applicable to the trust student loans.  Prepayments could increase as a result of certain borrower benefit programs, among other factors.  In addition, the depositor is obligated to repurchase any trust student loan (or substitute an eligible student loan) as a result of a breach of any of its representations

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and warranties relating to trust student loans contained in the sale agreement, and the servicer is obligated to purchase any trust student loan pursuant to the servicing agreement as a result of a breach of certain covenants with respect to such trust student loan, in each case where such breach materially and adversely affects the interests of the trust in that trust student loan and is not cured within the applicable cure period.  See “Transfer and Servicing Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties the Sellers” and “Servicing and Administration—Servicer Covenants” in the base prospectus.

On the other hand, the rate of principal payments and the yield on the notes will be affected by scheduled payments with respect to, and maturities and average lives of, the trust student loans.  These may be lengthened as a result of, among other things, grace periods, deferral periods, forbearance periods, or repayment term or monthly payment amount modifications agreed to by the servicer.  Therefore, payments on the auction rate notes could occur significantly later than expected.  Consequently, the actual maturity and the weighted average life of the auction rate notes could be significantly longer than expected and periodic balances could be significantly higher than expected.  The rate of payment of principal of the auction rate notes and the yield on the auction rate notes may also be affected by the rate of defaults resulting in losses on defaulted trust student loans which have been liquidated, by the severity of those losses and by the timing of those losses, which may affect the ability of the guarantors to make timely guarantee payments with respect thereto.  In addition, the maturity of certain of the trust student loans could extend beyond the legal maturity date for the auction rate notes.

The rate of prepayments on the trust student loans cannot be predicted due to a variety of factors, some of which are described above, and any reinvestment risks resulting from a faster or slower incidence of prepayment on trust student loans will be borne entirely by the noteholders.  Such reinvestment risks may include the risk that interest rates and the relevant spreads above particular interest rate indices are lower at the time noteholders receive payments from the trust than such interest rates and such spreads would otherwise have been if such prepayments had not been made or had such prepayments been made at a different time.

The projected weighted average lives of the auction rate notes to maturity under various usual and customary prepayment scenarios may be found under “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Auction rate notes,” included as Exhibit I to this prospectus supplement.

U.S. FEDERAL INCOME TAX CONSEQUENCES

For a discussion of U.S. federal income tax consequences to holders of the notes, you should refer to the section entitled “U.S. Federal Income Tax Consequences” in the base prospectus.

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[EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME]

[The European Union has adopted a Directive regarding the taxation of savings income.  Member states of the European Union (“Member States”) are required to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual, or certain other types of persons, resident in another Member State, except that Austria and Luxembourg have instead opted to impose a withholding system for a transitional period unless during such period they elect otherwise (the ending of such transitional period being dependent on the conclusion of certain other agreements relating to information exchange with certain other countries).  A number of non-European Union countries and territories have adopted similar measures (either regarding the provision of information or transitional withholding).

The withholding tax provisions of the Directive could apply to payments on the auction rate notes made through a Luxembourg or Austrian paying agent, if any.  It is expected that holders will be able to take steps to keep payments from being subject to such withholding tax, for example, by receiving payments from a paying agent outside Austria and Luxembourg, although we cannot preclude the possibility that withholding tax will eventually be levied in some situations.  In any event, details of payments made from a Member State on the auction rate notes to an individual, or certain other types of persons, resident in another Member State, will likely have to be reported to the tax or other relevant authorities of that other Member State under the Directive or local law, including, for example, to Member States in cases where recipients are located in the jurisdiction where payments are actually made.

The European Commission has published proposals for amendments to the Directive, which, if implemented, would amend and broaden the scope of the requirements above.]

ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Code impose certain restrictions on employee benefit plans or other retirement arrangements (including individual retirement accounts and Keogh plans) and any entities whose underlying assets include plan assets by reason of a plan’s investment in these plans or arrangements (including certain insurance company general accounts) (collectively, “Plans”).

ERISA also imposes various duties on persons who are fiduciaries of Plans subject to ERISA and prohibits certain transactions between a Plan and its so-called Parties in Interest under ERISA or Disqualified Persons under the Code (“Parties in Interest”). Particularly, the depositor, the servicer, the selling securitiesholder, the sponsor, the administrator, the eligible lender trustee, the indenture trustee, the administrator, each swap counterparty, if any, or any of their respective affiliates may be the fiduciary for one or more Plans. In addition, because these parties may receive

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certain benefits from the sales of the notes, the purchase of the notes using Plan assets over which any of them has investment authority should not be made if it could be deemed a violation of the prohibited transaction rules of ERISA and the Code for which no exemption is available.

If the notes were treated as “equity” for purposes of the Plan Asset Regulations (as defined in the base prospectus), a Plan purchasing the auction rate notes could be treated as holding the trust student loans and the other assets of the trust as further described under “ERISA Considerations” in the base prospectus.  If, however, the auction rate notes are treated as debt for purposes of the Plan Asset Regulations, the trust student loans and the other assets of the trust should not be deemed to be assets of an investing Plan.  Although there is little guidance on this, the auction rate notes, which are denominated as debt, should be treated as debt and not as “equity interests” for purposes of the Plan Asset Regulations, as further described in the base prospectus.  However, acquisition of the auction rate notes could still cause prohibited transactions under Section 406 of ERISA and Section 4975 of the Code if an auction rate note is acquired or held by a Plan with respect to which any of the trust, the depositor, the selling securitiesholder, the eligible lender trustee, the indenture trustee or certain of their respective affiliates is a Party in Interest.

Some employee benefit plans, such as governmental plans described in Section 3(32) of ERISA, certain church plans described in Section 3(33) of ERISA and foreign plans, are not subject to the prohibited transaction provisions of ERISA and Section 4975 of the Code. However, these plans may be subject to the provisions of other applicable federal, state, local or foreign law similar to the provisions of ERISA and Section 4975 of the Code (“Similar Law”). Moreover, if a plan is not subject to ERISA requirements but is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code, the prohibited transaction rules in Section 503 of the Code will apply.

Before making an investment in the auction rate notes, a Plan or other employee benefit plan investor must determine whether, and each fiduciary causing the auction rate notes to be purchased by, on behalf of or using the assets of a Plan or other employee benefit plan, will be deemed to have represented that:

· the Plan’s purchase or holding of the auction rate notes will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a statutory exemption or a class or other applicable exemption from the prohibited transaction rules as described in the base prospectus; and

· the purchase or holding of the auction rate notes by any employee benefit plan subject to a Similar Law will not cause a non-exempt violation of that Similar Law.

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Before making an investment in the auction rate notes, Plan fiduciaries are strongly encouraged to consult with their legal advisors concerning the impact of ERISA and the Code and the potential consequences of the investment in their specific circumstances. Moreover, in addition to determining whether the investment constitutes a direct or indirect prohibited transaction with a Party in Interest and whether exemptive relief is available to cover that transaction, each Plan fiduciary should take into account, among other considerations:

· whether the fiduciary has the authority to make the investment;

· the diversification by type of asset of the Plan’s portfolio;

· the Plan’s funding objective; and

· whether under the fiduciary standards of investment prudence and diversification an investment in the auction rate notes is appropriate for the Plan, also taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

ACCOUNTING CONSIDERATIONS

Various factors may influence the accounting treatment applicable to an investor’s acquisition and holding of asset-backed securities.  Accounting standards, and the application and interpretation of such standards, are subject to change from time to time.  Before making an investment in the notes, potential investors are strongly encouraged to consult their own accountants for advice as to the appropriate accounting treatment for their class of notes.

REPORTS TO NOTEHOLDERS

Quarterly and annual reports concerning the Trust will be delivered to noteholders.  See “Reports to Noteholders” in the base prospectus.  [These reports will be available at the office of the Luxembourg paying agent, if any, or Luxembourg listing agent.  The next such quarterly distribution report is expected to be available on or about [_______, 20__.]]  See “Reports to Noteholders” in the base prospectus.

Except in very limited circumstances, you will not receive these reports directly from the trust.  Instead, you will receive them through Cede & Co., as nominee of DTC and registered holder of the notes.  See “Certain Information Regarding the Notes—Book-Entry Registration” in the base prospectus.

PLAN OF DISTRIBUTION

The auction rate notes listed below are being reoffered by the selling securitiesholder as part of [one of more negotiated transactions] [a public auction process] at the price set forth on the cover to this prospectus supplement.  [The prices and proceeds shown on the cover page do not include any accrued interest.  The actual prices and proceeds will include interest, if any, from the last auction rate distribution date.]  The proceeds shown are before deducting estimated expenses in respect of the notes of [$___________] payable by the selling securitiesholder.

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The auction rate notes offered hereunder are a reoffering of a previously issued class of debt securities which currently have no established trading market and no assurance can be given as to the liquidity of the trading market for the notes in the future.

NOTICES TO INVESTORS

[IF APPLICABLE] The selling securitiesholder has represented and agreed that:

·           it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the FSMA, received by it in connection with the issue or sale of any of the auction rate notes in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (the “FSMA”) does not apply to the trust;

·          it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the auction rate notes in, from or otherwise involving the United Kingdom; and

·           in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the auction rate notes which are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant Member State other than:

(a)           to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)           to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or

(c)           in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of auction rate notes shall require the trust or the selling securitiesholder to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of the foregoing, the expression “an offer of notes to the public” in relation to any auction rate notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the auction rate notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that

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Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

No action has been or will be taken by the depositor or the selling securitiesholder that would permit a public offering of the auction rate notes in any country or jurisdiction, where action for that purpose is required.  Accordingly, the auction rate notes may not be offered or sold, directly or indirectly, and neither, this prospectus supplement and the base prospectus nor any circular, prospectus (including any prospectus supplement or supplement thereto), form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.  Persons into whose hands all or any part of such documents (including any prospectus supplement or supplement thereto) come are required by the depositor and the selling securitiesholder to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, sell or deliver auction rate notes or have in their possession or distribute such documents, in all cases at their own expense.]

LISTING INFORMATION

[The notes will not be listed on the Official List of the Luxembourg Stock Exchange or any other exchange.]

[IF APPLICABLE] The auction rate notes are currently listed on the Luxembourg Stock Exchange.  You should consult with [________], the Luxembourg listing agent for the auction rate notes at [________] Luxembourg, phone number [(___) _______] for additional information regarding their status.  In connection with the listing application, the certificate of formation and limited liability company operating agreement of the depositor, as well as a legal notice relating to the issuance of the notes together with copies of the indenture, the trust agreement, the form of the auction rate notes, the administration agreement, the servicing agreement, and the other basic documents were deposited with the Trade and Companies Register (Régistre de Commerce et des Sociétés) in Luxembourg where copies of those documents may be obtained upon request.  Copies of the indenture, the trust agreement, the form of the auction rate notes, the administration agreement, the servicing agreement, and the other basic documents are available at the offices of the Luxembourg paying agent, if any, or the Luxembourg listing agent.  Trading of the auction rate notes may be effected on the Luxembourg Stock Exchange.  So long as any class of notes is listed on the Luxembourg Stock Exchange’s Euro MTF Market, and its rules so require, notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu.  The Luxembourg Stock Exchange will also be advised if the auction rate notes are delisted.]

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The auction rate notes are currently able to be cleared and settled through Clearstream, Luxembourg and Euroclear.

The notes, the indenture and the administration agreement are governed by the laws of the State of New York.  The trust agreement is governed by the laws of the State of Delaware.

[The auction rate notes are listed on the Luxembourg Stock Exchange and definitive notes have been issued. We will appoint a Luxembourg paying and transfer agent if required to do so by the Luxembourg Stock Exchange.]

[As long as the auction rate notes are listed on the Luxembourg Stock Exchange, quarterly distribution reports and annual servicing and administration reports concerning the trust and its activities will be available at the office of the Luxembourg paying agent, if any, or the Luxembourg listing agent.  The next such quarterly distribution report is expected to be available on or about [_______ 20__].]

As of the date of this prospectus supplement, none of the trust, the eligible lender trustee nor the indenture trustee is involved in any litigation or arbitration proceeding relating to the notes.  The depositor is not aware of any proceedings relating to the notes, whether pending or threatened.

The depositor has taken all reasonable care to confirm that the information contained in this prospectus supplement is true and accurate in all material respects.  In relation to the depositor, the trust, Sallie Mae or the auction rate notes, the selling securitiesholder accepts full responsibility for the accuracy of the information contained in this prospectus supplement.  Having made all reasonable inquiries, the selling securitiesholder confirms that, to the best of its knowledge, there have not been omitted material facts the omission of which would make misleading any statements of fact or opinion contained in this prospectus supplement, when taken as a whole.

The depositor confirms that there has been no material adverse change in the assets of the trust since [_______ 20__], which is the statistical disclosure date and the date of the information with respect to the assets of the trust set forth in this prospectus supplement.

RATINGS

The auction rate notes are currently rated by two or more rating agencies.  A rating addresses only the likelihood of the timely payment of stated interest and the payment of principal at final maturity, and does not address the timing or likelihood of principal distributions prior to final maturity.  A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

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COMPLIANCE WITH ARTICLE 122A OF THE CAPITAL REQUIREMENTS DIRECTIVE

None of the sellers, the trust, the eligible lender trustee, the servicer, the administrator, the sponsor, the depositor, the selling securitiesholder, or the indenture trustee makes any representation or agreement that it is undertaking or will have undertaken to comply with the requirements of Article 122a of the Capital Requirements Directive 2006/48/EC (as amended by Directive 2009/111/EC) (the “CRD”). Noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment and compliance with the CRD.

LEGAL MATTERS

On the original closing date, a Vice President and Deputy General Counsel of Sallie Mae, Inc., acting as counsel to SLM ECFC, the SPE Seller, the servicer, the administrator, and the depositor, and McKee Nelson LLP (predecessor to Bingham McCutchen LLP), New York, New York, as special counsel to SLM ECFC, VG Funding, the trust, the servicer, the administrator and the depositor, gave opinions on specified legal matters for SLM ECFC, the SPE Seller, the trust, the depositor, the servicer and the administrator.  Shearman & Sterling LLP gave opinions on specified federal income tax matters for the trust. Richards, Layton & Finger, P.A., as Delaware counsel for the trust, gave opinions on specified legal matters for the trust, including specified Delaware state income tax matters.

If there is a successful offering of the auction rate notes on the reoffering closing date, [_________, Executive Vice President and General Counsel of SLM Corporation,] or any Deputy General Counsel or Associate General Counsel of Sallie Mae, Inc., acting as counsel to the sellers, the servicer, the administrator and the depositor, and [Bingham McCutchen LLP,] New York, NY, as special counsel to the sellers, the trust, the servicer, the administrator, the sponsor, the selling securitiesholder and the depositor, will give opinions on additional specified legal matters regarding the reoffering.  [Shearman & Sterling LLP] will give opinions on specified federal income tax matters for the trust.  [Richards, Layton & Finger, P.A.] is acting as Delaware counsel for the trust.

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GLOSSARY

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

“Adjusted Pool Balance” means, for any distribution date,

· if the Pool Balance as of the last day of the related collection period is greater than 40% of the Initial Pool Balance, then the Adjusted Pool Balance shall be the sum of that Pool Balance and the Specified Reserve Account Balance for that distribution date, or

· 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, then the Adjusted Pool Balance shall be that Pool Balance.

“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:

· all collections on the trust student loans, including any guarantee payments received on the trust student loans, but net of:

(1) any collections in respect of principal on the trust student loans applied by the trust to repurchase guaranteed loans from the guarantors under the guarantee agreements, and

(2) amounts required by the Higher Education Act to be paid to the Department of Education 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;

· any interest subsidy payments and special allowance payments received by the servicer or the eligible lender trustee with respect to the trust student loans during that collection period;

· all proceeds of the liquidation of defaulted trust student loans which were liquidated 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 borrower 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;

· 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 the servicing agreement;

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· the aggregate purchase amounts received during that collection period for those trust student loans purchased by the sellers;

· the aggregate amounts, if any, received from the sellers, 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 the servicing agreement;

· amounts received by the trust pursuant to the servicing agreement during that collection period as to yield or principal adjustments;

· any interest remitted by the administrator to the collection account prior to that distribution date or monthly servicing date;

· investment earnings for that distribution date earned on amounts on deposit in each Trust Account;

· amounts transferred from the reserve account in excess of the Specified Reserve Account Balance as of that distribution date; and

· [all amounts received by the trust from any potential future cap counterparty, or otherwise under any potential future interest rate cap agreement, for deposit into the collection account for that distribution date.]

provided that if on any distribution date there would not be sufficient funds, after application of Available Funds, as defined above, and application of amounts available from the reserve account, to pay any of the items specified in clauses (a) through (e) under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement (but excluding clause (e), and including clause (f), in the event that a condition exists as described in either (1) or (2) under “Description of the Notes—The Notes—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement), then Available Funds for that distribution date will include, in addition to Available Funds as defined above, amounts on deposit in the collection account, or amounts held by the administrator, or which the administrator reasonably estimates to be held by the administrator, for deposit into the collection account which would have constituted Available Funds for the distribution date succeeding that distribution date, up to the amount necessary to pay those items, and Available Funds for the succeeding distribution date will be adjusted accordingly.

““Class A Note Interest Shortfall” means, for any distribution date, the excess of:

· the Class A Noteholders’ Interest Distribution Amount on the preceding distribution date, over

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· the amount of interest actually distributed to the class A noteholders on that preceding distribution date,

plus interest on the amount of that excess, to the extent permitted by law, at the interest rate applicable for each related class of notes from that 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:

· the Class A Noteholders’ Principal Distribution Amount on that distribution date, over

· the amount of principal actually distributed or allocated to the class A noteholders or deposited into the accumulation account on that distribution date.

“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:

· the amount of interest accrued at the class A note interest rates for the related accrual period on the aggregate outstanding principal balances of all classes of class A notes on the immediately preceding distribution date, after giving effect to all principal distributions to class A noteholders on that preceding distribution date; and

· 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 principal balance 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 class of class A notes, the principal required to be distributed to the related noteholders will include the amount required to reduce the outstanding principal balance of that class to zero.

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

“Class B Note Interest Shortfall” means, for any distribution date, the excess of:

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· the Class B Noteholders’ Interest Distribution Amount on the preceding distribution date, over

· the amount of interest actually distributed to the class B noteholders on that preceding distribution date,

plus interest on the amount of that excess, to the extent permitted by law, at the class B note interest rate from that preceding distribution date to the current distribution date.

“Class B Note Principal Shortfall” means, as of the close of any distribution date, the excess of:

· the Class B Noteholders’ Principal Distribution Amount on that distribution date, over

· the amount of principal actually distributed to the class B noteholders on that distribution date.

“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:

· the amount of interest accrued at the class B note rate for the related accrual period on the outstanding principal balance of the class B notes on the immediately preceding distribution date, after giving effect to all principal distributions to class B noteholders on that preceding distribution date, and

· 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 principal balance 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 principal balance of the class B notes to zero.

“Class B Percentage” with respect to any distribution date, means:

· prior to the Stepdown Date or with respect to any distribution date on which a Trigger Event is in effect, zero; and

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· on and after the Stepdown Date and provided that no Trigger Event is in effect, a fraction expressed as a percentage, the numerator of which is the aggregate principal balance of the class B notes immediately prior to that distribution date and the denominator of which is the aggregate principal balance of all outstanding notes, less all amounts (other than investment earnings) on deposit in the accumulation account, immediately prior to that distribution date.

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme (formerly known as Cedelbank, société anonyme), or any successor thereto.

“Code” means The Internal Revenue Code of 1986, as amended.

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

“Eligible Swap Counterparty” means an entity engaged in the business of entering into derivative instrument contracts that satisfies the Rating Agency Condition.

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

“FFELP” means the Federal Family Education Loan Program.

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

“Initial Pool Balance” means the sum of the Pool Balance of the initial trust student loans as of the original closing date and all amounts deposited into the supplemental purchase account and the add-on consolidation loan account on the original closing date.

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

“Pool Balance” means, for any date, 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:

· all payments received by the trust through that date from borrowers, the guaranty agencies and the Department of Education;

· all amounts received by the trust through that date from repurchases of the trust student loans by any of the sellers, the depositor or the servicer;

· all liquidation proceeds and Realized Losses on the trust student loans liquidated through that date;

· the amount of any adjustments to balances of the trust student loans that the servicer makes under the servicing agreement through that date; and

· the amount by which guarantor reimbursements of principal on defaulted trust student loans through that date are reduced from 100% to 97%, or other applicable percentage, as required by the risk sharing provisions of the Higher Education Act.

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“Principal Distribution Amount” means:

· as to the initial distribution date, the amount by which the aggregate outstanding principal amount of the notes exceeds the Adjusted Pool Balance for that distribution date [less the Specified Overcollateralization Amount,] and

· as to each subsequent distribution date, the amount by which the Adjusted Pool Balance for the preceding distribution date exceeds the Adjusted Pool Balance for that distribution date.

“Rating Agency Condition” means the written confirmation or reaffirmation, as the case may be, from each rating agency then rating the notes that any intended action will not result in the downgrading 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 a student loan to the extent allocable to principal, including any interest that had been or had been expected to be capitalized.

[“S&P” means Standard & Poor’s Rating Services, or any successor rating agency.]

“SEC” means the United States Securities and Exchange Commission.

“Significant Guarantor” means any guaranty agency that guarantees trust student loans comprising at least 10% of the Pool Balance of the trust student loans by outstanding principal balance as of the statistical disclosure date.

“[Specified Overcollateralization Amount” means for any distribution date, the greater of:

(a) [1.0%] of the Adjusted Pool Balance for that distribution date; and

(b)           [$________].]

“Specified Reserve Account Balance” means, for any distribution date, the greater of:

(a) [0.25%] of the Pool Balance as of the close of business on the last day of the related collection period; and

(b) [$_____________];

provided that in no event will that balance exceed the aggregate outstanding principal balance of the notes.

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“Stepdown Date” means the earlier to occur of (1) the [__________, 20__] distribution date or (2) the first date on which no class A notes remain outstanding.  The Stepdown Date occurred on [_________, 20__].

“Trigger Event” means, on any distribution date while any of the class A notes are outstanding, that the outstanding principal balance of the notes, less any amounts (exclusive of investment earnings) on deposit in any accumulation account, after giving effect to distributions to be made on that distribution date, would exceed the Adjusted Pool Balance as of the end of the related collection period.

“Trust Accounts” means, collectively, the collection account, the reserve account, the capitalized interest account, and the future distribution account.

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ANNEX A

THE TRUST STUDENT LOAN POOL

AS OF THE ORIGINAL CLOSING DATE

[ALL STATISTICAL INFORMATION THAT WAS INCLUDED IN THE ORIGINAL

PROSPECTUS SUPPLEMENT FOR THE RELATED POOL OF TRUST STUDENT

LOANS FOR THE APPLICABLE CLASS OF AUCTION RATE NOTES WILL BE

REPRODUCED IN THIS REOFFERING PROSPECTUS SUPPLEMENT]

A-1

ANNEX B

THE TRUST STUDENT LOAN POOL

AS OF THE STATISTICAL DISCLOSURE DATE

The trust student loans owned by the trust were originally selected from a portfolio of consolidation student loans owned by SLM ECFC, VG Funding or one of their affiliates by employing several criteria, including requirements that each trust student loan as of the original cutoff date (and with respect to each additional trust student loan as of its related subsequent cutoff date):

· was a [consolidation] loan guaranteed as to principal and interest by a guaranty agency under a guarantee agreement and the guaranty agency was, in turn, reinsured by the Department of Education in accordance with the FFELP;

· contained terms in accordance with those required by the FFELP, the guarantee agreements and other applicable requirements;

· was fully disbursed;

· was not more than [___] days past due;

· did not have a borrower who was noted in the related records of the servicer as being currently involved in a bankruptcy proceeding; and

· had special allowance payments, if any, based on the three-month commercial paper rate or the 91-day Treasury bill rate.

No trust student loan as of the applicable cutoff date was subject to any prior obligation to sell that loan to a third party.

Unless otherwise specified, all information with respect to the trust student loans is presented as of [_____ 20__], which is the statistical disclosure date.

The following tables provide a description of specified characteristics of the trust student loans as of the statistical disclosure date.  The aggregate outstanding principal balance of the loans in each of the following tables includes the principal balance due from borrowers, plus accrued interest of $________ to be capitalized as of the statistical disclosure date.  Percentages and dollar amounts in any table may not total 100% or whole dollars due to rounding.  The following tables also contain information concerning the total number of loans and total number of borrowers in the portfolio of trust student loans.  For ease of administration, the servicer separates a consolidation loan on its system into two separate loan segments representing subsidized and unsubsidized segments of the same loan.  The following tables reflect those loan segments within the number of loans.  In addition, [___] borrowers have more than one trust student loan.

The distribution by weighted average interest rate applicable to the trust student loans on any date following the statistical disclosure date may vary significantly from that in the following tables as a result of variations in the effective rates of interest applicable to the trust student loans and in rates of principal reduction.  Moreover, the information below about the weighted average remaining term to maturity of the trust student loans as of the statistical disclosure date may vary significantly from the actual term to maturity of any of the trust student loans as a result of prepayments or the granting of deferment and forbearance periods.

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The following tables also contain information concerning the total number of loans and the total number of borrowers in the portfolio of trust student loans.

Percentages and dollar amounts in any table may not total 100% of the trust student loan balance, as applicable, due to rounding.

COMPOSITION OF THE TRUST STUDENT LOANS AS OF THE STATISTICAL DISCLOSURE DATE
Aggregate Outstanding Principal Balance	$
Aggregate Outstanding Principal Balance – Treasury Bill	$
Percentage of Aggregate Outstanding Principal Balance – Treasury Bill		%
Aggregate Outstanding Principal Balance – One-Month LIBOR	$
Percentage of Aggregate Outstanding Principal Balance – One-Month LIBOR		%
Aggregate Outstanding Principal Balance – Other	$
Percentage of Aggregate Outstanding Principal Balance – Other		%
Number of Borrowers
Average Outstanding Principal Balance Per Borrower	$
Number of Loans
Average Outstanding Principal Balance Per Loan – Treasury Bill	$
Average Outstanding Principal Balance Per Loan – One-Month LIBOR	$
[Average Outstanding Principal Balance Per Loan – Other]	$
Weighted Average Remaining Term to Scheduled Maturity
Weighted Average Annual Interest Rate		%

We determined the weighted average remaining term to maturity shown in the table from the statistical disclosure date to the stated maturity date of the applicable trust student loan without giving effect to any deferment or forbearance periods that may be granted in the future.  See Appendix A to this prospectus supplement.

The weighted average annual borrower interest rate shown in the table is exclusive of special allowance payments.  The weighted average spread for special allowance payments to the 91-day Treasury bill rate was [___%] as of the statistical disclosure date.

The weighted average spread for special allowance payments to the one-month LIBOR rate was 2.64% as of the statistical disclosure date.  See “Special Allowance Payments” in Appendix A to this prospectus supplement.

[The category “Other” in the table above represents the Health Education Assistance Loan Program (which we refer to as “HEAL” and the loans originated under such program as “HEAL Loans”) portion of any consolidation loans made under the FFELP which consolidated one or more Stafford Loans, SLS Loans and/or PLUS Loans with one or more student loans originated under the HEAL Program. These consolidation loans are guaranteed as to principal and interest by a guaranty agency and reinsured by the Department of Education. The HEAL portion of any consolidation loan is not eligible to receive special allowance payments or interest subsidy payments. The interest rate on the HEAL Loan segment of any such consolidation loan is variable and is reset each July 1, based upon the average bond-equivalent rate for 91-day Treasury bills

B-2

auctioned during the three months ending June 30, plus 3.0%. In addition, the applicable interest rate on the HEAL Loan segment of any such consolidation loan is not subject to any cap on the interest rate that may apply to the principal of the HEAL Loan segment.]  For these purposes, the 91-day Treasury bill rate is the weighted average per annum discount rate, expressed on a bond equivalent basis and applied on a daily basis, for direct obligations of the United States with a maturity of thirteen weeks, as reported by the U.S. Department of the Treasury.

DISTRIBUTION OF THE TRUST STUDENT LOANS BY BORROWER INTEREST RATES AS OF THE STATISTICAL DISCLOSURE DATE
Interest Rates	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Less than or equal to 3.00%
3.01% to 3.50%
3.51% to 4.00%
4.01% to 4.50%
4.51% to 5.00%
5.01% to 5.50%
5.51% to 6.00%
6.01% to 6.50%
6.51% to 7.00%
7.01% to 7.50%
7.51% to 8.00%
8.01% to 8.50%
Equal to or greater than 8.51%
Total

We determined the interest rates shown in the table above using the interest rates applicable to the trust student loans as of the statistical disclosure date.  Because trust student loans with different interest rates are likely to be repaid at different rates, this information is not likely to remain applicable to the trust student loans after the statistical disclosure date.

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DISTRIBUTION OF THE TRUST STUDENT LOANS BY OUTSTANDING PRINCIPAL BALANCE PER BORROWER AS OF THE STATISTICAL DISCLOSURE DATE
Range of Outstanding Principal Balance	Number of Borrowers	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Less than $5,000.00
$  5,000.00-$ 9,999.99
$10,000.00-$14,999.99
$15,000.00-$19,999.99
$20,000.00-$24,999.99
$25,000.00-$29,999.99
$30,000.00-$34,999.99
$35,000.00-$39,999.99
$40,000.00-$44,999.99
$45,000.00-$49,999.99
$50,000.00-$54,999.99
$55,000.00-$59,999.99
$60,000.00-$64,999.99
$65,000.00-$69,999.99
$70,000.00-$74,999.99
$75,000.00-$79,999.99
$80,000.00-$84,999.99
$85,000.00-$89,999.99
$90,000.00-$94,999.99
$95,000.00-$99,999.99
$100,000.00 and above
Total

DISTRIBUTION OF THE TRUST STUDENT LOANS BY DELINQUENCY STATUS AS OF THE STATISTICAL DISCLOSURE DATE
Number of Days Delinquent	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
0-30 days
31-60 days
61-90 days
91-120 days
121-150 days
151-180 days
181-210 days
Greater than 210 days
Total

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DISTRIBUTION OF THE TRUST STUDENT LOANS BY REMAINING TERM TO SCHEDULED MATURITY AS OF THE STATISTICAL DISCLOSURE DATE
Number of Months Remaining to Scheduled Maturity	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
0 to 3
4 to12
13 to 24
25 to 36
37 to 48
49 to 60
61 to 72
73 to 84
85 to 96
97 to 108
109 to 120
121 to 132
133 to 144
145 to 156
157 to 168
169 to 180
181 to 192
193 to 204
205 to 216
217 to 228
229 to 240
241 to 252
253 to 264
265 to 276
277 to 288
289 to 300
301 to 312
313 to 324
325 to 336
337 to 348
349 to 360
361 and above
Total
*     Represents a percentage greater than 0% but less than 0.05%.

We have determined the number of months remaining to scheduled maturity shown in the table from the statistical disclosure date to the stated maturity date of the applicable trust student loan without giving effect to any deferment or forbearance periods that may be granted in the future.  See Appendix A to this prospectus supplement.

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DISTRIBUTION OF THE TRUST STUDENT LOANS BY CURRENT BORROWER PAYMENT STATUS AS OF THE STATISTICAL DISCLOSURE DATE
Current Borrower Payment Status	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Deferment
Forbearance
Repayment
First year in repayment
Second year in repayment
Third year in repayment
More than 3 years in repayment
Total

Current borrower payment status refers to the status of the borrower of each trust student loan as of the statistical disclosure date.  The borrower:

· may have temporarily ceased repaying the loan through a deferment or a forbearance period; or

· may be currently required to repay the loan – repayment.

See Appendix A to this prospectus supplement.

The weighted average number of months in repayment for all trust student loans currently in repayment is approximately 60.5 calculated as the term to maturity at the commencement of repayment less the number of months remaining to scheduled maturity as of the statistical disclosure date.

B-6

SCHEDULED WEIGHTED AVERAGE REMAINING MONTHS IN STATUS OF THE TRUST STUDENT LOANS BY CURRENT BORROWER PAYMENT STATUS AS OF THE STATISTICAL DISCLOSURE DATE
	Scheduled Months in Status Remaining
Current Borrower Payment Status	Deferment	Forbearance	Repayment
Deferment
Forbearance
Repayment

We have determined the scheduled weighted average remaining months in status shown in the previous table without giving effect to any deferment or forbearance periods that may be granted in the future.  Of the [$__________] aggregate outstanding principal balance of the trust student loans in deferment as of the statistical disclosure date, [$__________] or approximately [___%] of such loans are to borrowers who had not graduated as of that date.  We expect that a significant portion of these loans could qualify for additional deferments or forbearances at the end of their current deferment periods as the related borrowers continue their education beyond their current degree programs.  As a result, the overall duration of any applicable deferment and forbearance periods as well as the likelihood of future deferment and forbearance periods within this pool of trust student loans is likely to be higher than in other pools of student loans without similar numbers of in-school consolidation loans.  See Appendix A to this prospectus supplement.

B-7

GEOGRAPHIC DISTRIBUTION OF THE TRUST STUDENT LOANS AS OF THE STATISTICAL DISCLOSURE DATE
State	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Other
Total

B-8

We have based the geographic distribution shown in the table on the billing addresses of the borrowers of the trust student loans shown on the servicer’s records as of the statistical disclosure date.

Each of the trust student loans provides or will provide for the amortization of its outstanding principal balance over a series of regular payments.  Except as described below, each regular payment consists of an installment of interest which is calculated on the basis of the outstanding principal balance of the trust student loan.  The amount received is applied first to interest accrued to the date of payment and the balance of the payment, if any, is applied to reduce the unpaid principal balance.  Accordingly, if a borrower pays a regular installment before its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater.  Conversely, if a borrower pays a monthly installment after its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less.

In either case, subject to any applicable deferment periods or forbearance periods, and except as provided below, the borrower pays a regular installment until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding principal balance of that trust student loan.

The servicer makes available to borrowers of student loans it holds (including the trust student loans) payment terms that may result in the lengthening of the remaining term of the student loans.  For example, not all of the loans sold to the trust provide for level payments throughout the repayment term of the loans.  Some student loans provide for interest only payments to be made for a designated portion of the term of the loans, with amortization of the principal of the loans occurring only when payments increase in the latter stage of the term of the loans.  Other loans provide for a graduated phase in of the amortization of principal with a greater portion of principal amortization being required in the latter stages than would be the case if amortization were on a level payment basis.  The servicer also offers an income-sensitive repayment plan, under which repayments are based on the borrower’s income.  Under that plan, ultimate repayment may be delayed up to five years.  Borrowers under trust student loans will continue to be eligible for the graduated payment and income-sensitive repayment plans.  These programs are applicable to the trust student loans and may be offered by the servicer to related borrowers at its discretion.

B-9

The following table provides certain information about trust student loans subject to the repayment terms described in the preceding paragraphs.

DISTRIBUTION OF THE TRUST STUDENT LOANS BY REPAYMENT TERMS AS OF THE STATISTICAL DISCLOSURE DATE
Loan Repayment Terms	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Level Repayment
Other Repayment Options(1)
Total
(1)  Includes, among others, graduated repayment and interest-only period loans.

With respect to interest-only loans, as of the statistical disclosure date, there are [_______] loans with an aggregate outstanding principal balance of [$___________] currently in an interest-only period.  These interest-only loans represent approximately [___%] of the aggregate outstanding principal balance of the trust student loans.  Interest-only periods range up to [__] months in overall length.

The servicer may in the future offer repayment terms similar to those described above to borrowers of trust student loans who are not entitled to these repayment terms as of the statistical disclosure date.  If repayment terms are offered to and accepted by those borrowers, the weighted average life of the securities could be lengthened.

DISTRIBUTION OF THE TRUST STUDENT LOANS BY LOAN TYPE AS OF THE STATISTICAL DISCLOSURE DATE
Loan Type	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
Subsidized
Unsubsidized
Total

B-10

The following table provides information about the trust student loans regarding date of disbursement.

DISTRIBUTION OF THE TRUST STUDENT LOANS BY DATE OF DISBURSEMENT AS OF THE STATISTICAL DISCLOSURE DATE
Disbursement Date	Number of Loans	Aggregate Outstanding  Principal Balance	Percent of Pool by Outstanding Principal Balance
September 30, 1993 and earlier
October 1, 1993 through June 30, 2006
July 1, 2006 and later
Total
*     Represents a percentage greater than 0% but less than 0.05%.

B-11

Guaranty Agencies for the Trust Student Loans.  The eligible lender trustee has entered into a separate guarantee agreement with each of the guaranty agencies listed below, under which each of the guarantors has agreed to serve as guarantor for specified trust student loans.

The following table provides information with respect to the portion of the trust student loans guaranteed by each guarantor.

DISTRIBUTION OF THE TRUST STUDENT LOANS BY GUARANTY AGENCY AS OF THE STATISTICAL DISCLOSURE DATE
Name of Guaranty Agency	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Outstanding Principal Balance
American Student Assistance
College Assist
Educational Credit Management Corporation
Florida Office Of Student Financial Assistance
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Kentucky Higher Education Assistance Authority
Louisiana Office Of Student Financial Assistance
Michigan Guaranty Agency
New Jersey Higher Education Student Assistance Authority
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma Guaranteed Student Loan Program
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
[OTHERS TO BE ADDED AS REQUIRED]
Total
*     Represents a percentage greater than 0% but less than 0.05%.

B-12

SIGNIFICANT GUARANTOR

INFORMATION

The information shown for the Significant Guarantor relates to all student loans, including but not limited to trust student loans, guaranteed by the Significant Guarantor.

We obtained the following information from various sources, including from the Significant Guarantor and/or from the Department of Education.  None of the depositor, the selling securitiesholder, the sponsor, SLM ECFC, the servicer or their affiliates has audited or independently verified this information for accuracy or completeness.

[TO BE INSERTED, AS REQUIRED, FROM INFORMATION TO BE PROVIDED BY EACH RELEVANT SIGNIFICANT GUARANTOR.]

B-13

EXHIBIT I

PREPAYMENTS EXTENSIONS, WEIGHTED REMAINING AVERAGE LIVES AND EXPECTED MATURITIES OF THE AUCTION RATE NOTES

Prepayments on pools of student loans can be measured or calculated based on a variety of prepayment models.  The model used to calculate these prepayments is the constant prepayment rate (or “CPR”) model.

The CPR model is based on prepayments assumed to occur at a constant percentage rate.  CPR is stated as an annualized rate and is calculated as the percentage of the loan amount outstanding at the beginning of a period (including accrued interest to be capitalized), after applying scheduled payments, that are paid during that period.  The CPR model assumes that student loans will prepay in each month according to the following formula:

Monthly Prepayments = Balance After Scheduled Payments x (1-(1-CPR)^1/12)

Accordingly, monthly prepayments assuming a $1,000 balance after scheduled payments would be as follows for the percentages of CPR listed below:

CPR	0%	2%	4%	6%	8%
Monthly Prepayment

The CPR model does not purport to describe historical prepayment experience or to predict the prepayment rate of any actual student loan pool.  The student loans will not prepay at any constant CPR, nor will all of the student loans prepay at the same rate.  You must make an independent decision regarding the appropriate principal prepayment scenarios to use in making any investment decision.

Additional Assumptions

For purposes of calculating the information presented in the tables below, it is assumed, among other things, that:

· the statistical disclosure date for the trust student loans is [_______, 20__];

· all outstanding note balances reflect the upcoming distribution on [_______, 20__];

· all trust student loans (as grouped within the “rep lines” described below) are in repayment status (with accrued interest having been capitalized upon entering repayment) and no trust student loan moves from repayment to any other status;

I-1

· no delinquencies, defaults, or borrower benefits occur on any of the trust student loans, no repurchases for breaches of representations, warranties or covenants occur and all borrower payments are collected in full;

· consolidation rebate fees are paid based on the principal balance of the student loans at the beginning of the related monthly collection period and reduce the amount in the collection account that would otherwise earn investment income;

· government payments for interest subsidy and special allowance payments began accruing on [_______, 20__]; there are payment delays of 60 days for these payments;

· index levels for calculation of borrower and government payments are:

· a 91-day Treasury bill rate of [___%]; and

· a one-month LIBOR rate of [___%];

· all auctions of the auction rate notes are successful on auction date;

· distributions begin on [_______, 20__], and payments are made quarterly on the [25th] day of every [January, April, July and October] thereafter, whether or not the [25th] is a business day;

· the interest rate for each class of notes at all times will be equal to:

· the auction rate notes:  [___%],

· class A-__ notes: [___%],

· class A-__ notes: [___%],

· class ___ notes: [___%], [and]

· class B-__ notes: [___%]; [and]

· [class C-__ notes: [___%];]

· an administration fee equal to [$____________] is paid quarterly by the trust to the administrator, beginning in [______ 20__];

· a servicing fee equal to 1/12 of an amount equal to [___%] of then outstanding principal balance of the trust student loans is paid monthly by the trust to the servicer beginning in [______ 20__];

I-2

· the reserve account has a balance as of statistical disclosure date equal to [$_________] and at all times a balance equal to the greater of (1) [___%] of the Pool Balance and (2) [$_____________];

· the collection account has a balance equal to [$0];

· the initial collection period begins as of the statistical disclosure date, all payments are assumed to be made on the [15th] day of the month, and amounts on deposit in the collection account, including reinvestment income earned on such account in the previous month, are reinvested in eligible investments at the assumed reinvestment rate of [___%] per annum through the end of the collection period or the related distribution date, as applicable;

· amounts on deposit in the reserve account, the capitalized interest account and the floor income rebate account are reinvested in eligible investments at the assumed reinvestment rate of [___%] per annum from the previous distribution date through the current distribution date;

· prepayments on the trust student loans are applied monthly in accordance with CPR, as described above;

· an optional redemption by the servicer occurs on the distribution date immediately following the collection period during which the Pool Balance equals to or falls below [10%] of the Initial Pool Balance; and

· the pool of trust student loans consists of ________ representative loans (“rep lines”), which have been created for modeling purposes from individual trust student loans based on combinations of similar individual student loan characteristics, which include, but are not limited to, loan status, interest rate, loan type, index, margin, rate cap and remaining term (the rep lines have been filed as part of Report on Form 8-K and is available under CIK number __________ filed on [________ 20__] [and are available on line at the sponsor’s website at _________________)].

The following tables have been prepared based on the assumptions described above (including the assumptions regarding the characteristics and performance of the rep lines, which will differ from the characteristics and performance of the actual pool of trust student loans) and should be read in conjunction therewith.  In addition, the diverse characteristics, remaining terms and loan ages of the trust student loans could produce slower or faster principal payments than indicated in the following tables, even if the dispersions of weighted average characteristics, remaining terms and loan ages are the same as the assumed characteristics, remaining terms and loan ages.

I-3

CPR Tables

The following tables show the weighted average remaining lives, expected maturity dates and percentages of original principal of the auction rate notes at various percentages of CPR from the [_________ 20__] auction date until final maturity.

Weighted Average Lives and Expected Maturities of the Class [A-__] [B-__] [C-__] Notes at Various CPR Percentages

Weighted Average Life (years)*	0%	2%	4%	6%	8%
Auction rate notes
Expected Maturity Date
Auction rate notes	[______ 20__]	[______ 20__]	[______ 20__]	[______ 20__]	[______ 20__]

*The weighted average life of the auction rate notes (assuming a 360-day year consisting of twelve 30-day months) is determined by: (1) multiplying the amount of each principal payment of the auction rate notes by the number of years from the [_______ 20__] auction date to the related distribution date, (2) adding the results and (3) dividing that sum by the aggregate principal amount of the auction rate notes as of the [_______ 20__] auction date.

Percentages Of Original Principal Of The Auction rate notes Remaining At Certain Distribution Dates At Various CPR Percentages

Distribution Date	0%	2%	4%	6%	8%
[____ 20__]
[____ 20__]
[____ 20__]
[____ 20__]
[____ 20__]
[____ 20__]
[____ 20__]
[____ 20__]
[____ 20__]
[____ 20__]
[____ 20__]
[____ 20__]

I-4

PRINCIPAL OFFICES

ISSUING ENTITY

SLM STUDENT LOAN TRUST [20__-__]

c/o_______________

_______________

SELLING SECURITIESHOLDER [AND DEPOSITOR]

SLM FUNDING LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

[AUCTION RATE NOTES DEPOSITOR]

[SLM Education Credit Funding LLC

2001 Edmund Halley Drive

Reston, Virginia 20191]

SPONSOR, SERVICER AND ADMINISTRATOR

SALLIE MAE, INC.

2001 Edmund Halley Drive

Reston, Virginia 20191

ELIGIBLE LENDER TRUSTEE   DELAWARE TRUSTEE   INDENTURE TRUSTEE AND PAYING AGENT  

LUXEMBOURG PAYING AGENT AND LUXEMBOURG LISTING AGENT

LEGAL ADVISORS TO THE DEPOSITOR, THE TRUST, THE SELLING SECURITIESHOLDER, THE SERVICER AND THE ADMINISTRATOR

INDEPENDENT PUBLIC ACCOUNTANTS

$_____________

AUCTION RATE CLASS [A-__] [B-__] [C-__] NOTES

SLM STUDENT LOAN TRUST [20__-__]

Issuing Entity

SLM FUNDING LLC

Selling Securitiesholder [and Depositor]

[SLM EDUCATION CREDIT FUNDING LLC]

[Auction Rate Notes Depositor]

SALLIE MAE, INC.

Sponsor, Servicer and Administrator

___________

PROSPECTUS SUPPLEMENT

___________

SLM FUNDING LLC

SELLING SECURITIESHOLDER

[________ 20__]

[FORM OF PROSPECTUS RELATING TO THE OFFERING OF A SERIES OF STUDENT LOAN-BACKED SECURITIES BY VARIOUS ISSUING ENTITIES CREATED FROM TIME TO TIME BY SLM FUNDING LLC]

This document is subject to completion and amendment. This document does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be a sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The definitive terms of the transaction described herein will be described in the final version of this document.

Subject to completion, dated August 30, 2013

BASE PROSPECTUS

The SLM Student Loan Trusts

The SLM Private Education Loan Trusts

Issuing Entities

Student Loan-Backed Notes

________________

SLM Funding LLC

Depositor

SLM Education Credit Funding LLC

Auction Rate Notes Depositor

Sallie Mae, Inc.

Sponsor, Servicer and Administrator

________________

You should consider carefully the risk factors described in this prospectus beginning on page 21 and in the prospectus supplement that accompanies this prospectus. The notes described herein represent obligations of the applicable issuing entity only.  The notes are not obligations of or interests in the sponsor, administrator, servicer, depositor, any seller or any of their affiliates. The notes are not guaranteed or insured by the United States of America or any U.S. governmental agency. This prospectus may be used to offer and sell any series of notes only if it is accompanied by the prospectus supplement for that series.

The Depositors SLM Funding LLC, a Delaware limited liability company, is the depositor.  SLM Education Credit Finance Corporation is the sole member of SLM Funding LLC.  SLM Education Credit Funding LLC, a Delaware limited liability company and an affiliate of SLM Funding LLC, is the depositor solely with respect to certain previously issued classes of auction rate notes for which SLM Funding LLC will be the selling securitiesholder.  SLM Education Credit Finance Corporation is the sole member of SLM Funding LLC. The Notes The depositor intends to form trusts to issue student loan-backed notes. Each issue of notes will have its own designation. We intend to sell the notes from time to time in amounts, at prices and on terms determined at the time of the offering and sale of the related series of notes.  Each series will include one or more classes of notes secured by the assets of the trust for that issue. A class of notes may: be senior and/or subordinate to other classes in its series; and receive payments from one or more forms of credit or cash flow enhancements designed to reduce the risk to investors caused by shortfalls in payments on the related student loans. Each holder of a class of notes will have the right to receive payments of principal and interest at the rates, on the dates and in the manner described in the applicable supplement to this prospectus. Trust Assets The assets of each trust will include: education loans to students or parents of students; specified types of credit enhancement; and moneys, investments and property, including derivative instruments as set forth herein and further described in the related prospectus supplement. Each supplement to this prospectus will describe, among other things, the specific amounts, prices and terms of the notes of the related series. The supplements will also provide details of the specific student loans, credit enhancement, derivative instruments and other assets of the related trust as described herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or determined whether this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

_____ __, 20__

1

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

PROSPECTUS AND THE RELATED PROSPECTUS SUPPLEMENT

For each issue, we will provide information to you about the notes in two separate documents that progressively provide more detail:

· this prospectus, including the Appendices hereto, which provides general information, some of which may not apply to your series of notes; and

· the related prospectus supplement, including all Annexes and Exhibits thereto, which describes the specific terms of your series of notes, including:

· the timing of interest and principal payments;

· financial and other information about the student loans and the other assets owned by the trust;

· information about credit enhancement; and

· the method of selling the notes.

In making any investment decision, you should rely only on the information contained or incorporated in this prospectus and the related prospectus supplement. We have not authorized anyone to provide you with different information. We are not offering the notes in any state or other jurisdiction where the offer is prohibited.

For certain information concerning the notes, we have provided cross-references to captions in this prospectus and the accompanying prospectus supplement.  Under each of those captions, further information about the notes is provided. The following table of contents and the table of contents in the related prospectus supplement indicate where these captions are located.

2

TABLE OF CONTENTS

	Page
Prospectus Summary	8
Principal Parties	8
The Notes	9
Assets of the Issuing Entity	11
Collection Account	12
Reserve Account	13
Pre-Funding Account	13
Capitalized Interest Account	13
Other Accounts	14
Pre-Funding Period	14
Revolving Period	14
Credit and Cash Flow or other Enhancement or Derivative Arrangements	14
Servicing Agreements	15
Servicing Fee	15
Administration Agreement	15
Administration Fee	16
Purchase Agreements	16
Sale Agreements	16
Representations and Warranties of the Depositor	16
Representations and Warranties of SLM Education Credit  Finance Corporation and  the Other Sellers Under  the Purchase Agreements	17
Covenants of the Servicer	17
Optional Purchases	18
Call Option and Collateral Call	19
Auction of Trust Assets	19
Tax Considerations	20
ERISA Considerations	20
Ratings	20
Risk Factors	21
RISKS RELATING TO THE NOTES GENERALLY	21
Because The Notes May Not Provide Regular Or Predictable Payments, You May Not Receive The Return On Your Investment That You Expected	21
The Notes Are Not  Suitable Investments For All Investors	21
If A Secondary Market For Your Notes Does Not Develop, The Value Of Your Notes May Diminish	21
The Issuing Entity Will Have Limited Assets From Which To Make Payments On The Notes, Which May Result In Losses	21
Your Notes May Have A Degree Of Basis Risk, Which Could Compromise The Issuing Entity’s Ability To Pay Principal And Interest On Your Notes	22
You May Be Unable To Reinvest Principal Payments At The Yield You Earn On The Notes	22
Subordination Of Some Classes Of Notes Results In A Greater Risk Of Losses Or Delays In Payment On Those Notes	22
The Notes May Be Repaid Early Due To An Auction Sale Or The Exercise Of The Purchase Option. If This Happens, Your Yield May Be Affected And You Will Bear Reinvestment Risk	23
If The Holder Of The Call Option Or Collateral Call Exercises Its Right, You May Not Be Able To Reinvest In A Comparable Note	23
The Bankruptcy Of The Depositor, ECFC Or Any Other Seller Could Delay Or Reduce Payments On Your Notes	23
Withdrawal Or Downgrade Of Initial Ratings May Decrease The Prices Of Your Notes	24
Subordinated Noteholders May Not Be Able To Direct The Indenture Trustee Upon An Event Of Default Under The Indenture	24
The Dodd-Frank Act And Future Legislation and Regulatory Reforms Could Have An Adverse Effect On Holdco’s And SMI’s Business And Operating Results	25

3

RISKS RELATING TO STUDENT LOANS GENERALLY	25
You Will Bear Prepayment And Extension Risk Due To Actions Taken By Individual Borrowers And Other Variables Beyond Our Control	25
A Failure To Comply With Student Loan Origination And Servicing Procedures Could Jeopardize Guarantor, Interest Subsidy And Special Allowance Payments On The Trust Student Loans, Which May Result In Delays In Payment Or Losses On Your Notes	26
The Inability Of The Depositor Or The Servicer To Meet Its Repurchase Obligation May Result In Losses On Your Notes	27
Incentive Programs May Affect Your Notes	27
A Servicer Default May Result In Additional Costs, Increased Servicing Fees By A Substitute Servicer Or A Diminution In Servicing Performance, Any Of Which May Have An Adverse Effect On Your Notes	28
The Bankruptcy Of The Servicer Could Delay The Appointment Of A Successor Servicer Or Reduce Payments On Your Notes	28
The Indenture Trustee May Have Difficulty Liquidating Trust Student Loans After An Event Of Default	28
An Issuing Entity May Be Affected By Delayed Payments From Borrowers Called To Active Military Service	29
RISKS RELATING TO PRIVATE EDUCATION LOANS	29
Private Education Loans May Have Greater Risk Of Default	29
Past Charge-Off Rates On Holdco’s Private Education Loans May Not Be Indicative Of Future Charge-Off Rates	30
Interests Of Other Persons In Private Education Loans Could Be Superior To An Issuing Entity’s Interest, Which May Result In Reduced Payments On Your Notes	31
Risk Of Default By Private Guarantors	31
Consumer Protection Laws May Affect Enforceability Of Student Loans	32
Risk Of Bankruptcy Discharge Of Private Education Loans	32
RISKS RELATING TO FEDERALLY GUARANTEED STUDENT LOANS	32
You May Incur Losses Or Delays In Payments On Your Notes If Borrowers Default On The Trust Student Loans	32
If A Guarantor Or Surety Of The Trust Student Loans Experiences Financial Deterioration Or Failure, You May Suffer Delays In Payment Or Losses On Your Notes	33
The U.S. Department Of Education’s Failure To Make Reinsurance Payments May Negatively Affect The Timely Payment Of Principal And Interest On Your Notes	34
Payment Offsets By FFELP Loan Guarantors Or The U.S. Department Of Education Could Prevent The Issuing Entity From Paying You The Full Amount Of The Principal And Interest Due On Your Notes	34

4

The Enactment Of The Health Care And Education Act Of 2010 And Any Other Future Changes In Law May Adversely Affect Student Loans, The Guarantors, The Depositor, ECFC Or The Other Sellers And, Accordingly, Adversely Affect Your Notes	35
The Use Of Master Promissory Notes May Compromise The Indenture Trustee’s Security Interest In The Student Loans	36
RISKS RELATING TO SWAP AGREEMENTS	37
In The Event Of An Early Termination Of A Swap Agreement Due To Certain Swap Termination Events, An Issuing Entity May Be Required To Make A Large Termination Payment To Any Related Swap Counterparty	37
Your Notes Will Have Greater Risk If An Interest Rate Swap Agreement Terminates	37
Your Notes Will Have Greater Risk If A Currency Swap Agreement Terminates	38
RISKS RELATED TO AUCTION RATE NOTES	39
The Interest Rates On Any Auction Rate Notes Are Subject To Limitations, Which Could Reduce Your Yield	39
The Lack Of A Market for Auction Rate Securities Could Again In The Future Result In Prolonged Periods Of Failed Auctions And A Loss Of Liquidity	40
RISKS RELATED TO RESET RATE NOTES	40
If A Currency Swap Agreement Terminates, Additional Interest Will Not Be Paid	40
Even If You Do Not Receive Timely Notices, You Will Be Deemed To Have Tendered Your Reset Rate Notes	41
If Investments In An Accumulation Account Do Not Perform As Anticipated, Your Notes May Be Downgraded Or You May Suffer A Loss	42
In The Event That Sums Are Deposited Into A Supplemental Interest Account Or An Investment Reserve Account, Principal Payments To Subordinated Noteholders May Be Delayed, Or Subordinated Noteholders May Suffer A Loss	42
If The Holder Of The Call Option On The Reset Rate Notes Exercises The Call Option, You May Not Be Able To Reinvest In A Comparable Note	43
If A Failed Remarketing Is Declared, You Will Be Required To Rely On A Sale Through The Secondary Market If You Wish To Sell Your Reset Rate Notes	43
If A Failed Remarketing Is Declared, The Failed Remarketing Rate You Will Receive May Be Less Than The Then-Prevailing Market Rate Of Interest	43
Formation of the Issuing Entities	45
The Issuing Entities	45
Eligible Lender Trustee or Trustee	46
Use Of Proceeds	47
The Depositor	48
The Auction Rate Notes Depositor	50
The Sponsor, Servicer and Administrator	50
The Sellers	52
The Student Loan Pools	53
FFELP Delinquencies, Defaults, Claims and Net Losses	54
Static Pool Data	54
Prepayments and Yield	55
Payment of Notes	55

5

Termination	56
The Companies’ Student Loan Financing Business	56
Transfer and Servicing Agreements	67
General	67
Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers	67
Sale of Student Loans to the Trust; Representations and Warranties of the Depositor	69
Custodian of Promissory Notes	69
Additional Fundings	70
Amendments to Transfer and Servicing Agreements	70
Servicing and Administration	71
General	71
Accounts	71
Servicing Procedures	73
Payments on Student Loans	74
Servicer Covenants	74
Servicing Compensation	76
Evidence as to Compliance	76
Matters Regarding the Servicer	77
Servicer Default	78
Rights Upon Servicer Default	80
Waiver of Past Defaults	80
Administration Agreement	80
Administrator Default	81
Rights Upon Administrator Default	82
Statements to Indenture Trustee and Trust	82
Evidence as to Compliance	84
Trading Information	84
Pool Factors	85
Description of the Notes	86
General	86
Principal and Interest on the Notes	86
Call Option on the Notes	87
Collateral Call	87
The Indenture	87
Additional Information Regarding the Notes	93
Fixed Rate Notes	93
Floating Rate Notes	93
Auction Rate Notes	94
The Reset Rate Notes	97
Determination of Indices	115
Distributions	124
Credit Enhancement and Other Support	124
General	124
Subordination of Notes	125
Reserve Accounts	125
Capitalized Interest Accounts	125
Cash Capitalization or Cash Collateral Accounts	125
Supplemental Interest Accounts	125
Investment Premium Purchase Accounts	126
Investment Reserve Accounts	126
Overcollateralization	126
Letters of Credit	126
Liquidity Agreements	126
Pool Insurance Policies	127
Financial Guaranty Insurance Policies or Surety Bonds	127
Repurchase Bonds	127
Swap Agreements, Cap Agreements or other Financial or Derivative Instruments	127
Insolvency Events	127
Book-Entry Registration	128
Reset Rate Notes	131
Non-U.S. Dollar Denominated Notes	134
Definitive Notes	135
List of Noteholders	136
Reports to Noteholders	137
Certain Legal Aspects of the Student Loans	137
Transfer of Student Loans	137
Consumer Protection Laws	138
Loan Origination and Servicing Procedures Applicable to Student Loans	139
Student Loans Generally Not Subject to Discharge in Bankruptcy	139
Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions	140
U.S. Federal Income Tax Consequences	143

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Tax Characterization of the Trust	145
Tax Consequences to Holders of Notes in General	145
Special Tax Consequences to Holders of Non-U.S. Dollar Denominated Notes	150
Special Tax Consequences to Holders of Auction Rate Notes	153
Special Tax Consequences to Holders of Reset Rate Notes	154
European Union Directive On The Taxation Of Savings Income	156
State Tax Consequences	157
ERISA Considerations	157
Available Information	160
Reports to Noteholders	160
Incorporation of Documents by Reference	161
The Plan of Distribution	161
Legal Matters	164
Appendix A:  Federal Family Education Loan Program	A-1
Appendix B:  Undergraduate and Graduate Loan Programs	B-1
Appendix C:  Law LoanPrograms	C-1
Appendix D:  MBA Loan Programs	D-1
Appendix E:  Medical Loan Programs	E-1
Appendix F:  Dental Loan Programs	F-1
Appendix G:  Direct-to-Consumer Loan Programs	G-1
Appendix H:  Private Consolidation Loan Program	H-1
Appendix I:  Career Training Loan Program	I-1
Appendix J:  EFG Loan Programs	J-1
Appendix K:  Smart Option Student Loan® Program	K-1
Appendix L:  Global Clearance, Settlement and Tax Documentation Procedures	L-1

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PROSPECTUS SUMMARY
This summary highlights selected information concerning the notes. It does not contain all of the information that you might find important in making your investment decision. You should read the full description of this information which appears elsewhere in this document and in the prospectus supplement for your particular notes.
Principal Parties
Issuing Entity	Each issuing entity will be a Delaware statutory trust to be formed for each series of notes under a trust agreement between the depositor, a Delaware trustee and an eligible lender trustee or trustee, as applicable.  We sometimes refer to an issuing entity as a “trust” in this prospectus.
Depositor	The depositor is SLM Funding LLC, which is a Delaware limited liability company. SLM Education Credit Finance Corporation is the sole member of the depositor. An interim eligible lender trustee specified in the prospectus supplement for your notes will hold legal title to any FFELP loans on our behalf. Where the context involves the holding or transferring of legal title to FFELP loans, references herein to the depositor include the interim eligible lender trustee.
Auction Rate Notes Depositor	The auction rate notes depositor is SLM Education Credit Funding LLC, which is a Delaware limited liability company. SLM Education Credit Finance Corporation is the sole member of the auction rate notes depositor.  The auction rate notes depositor is an affiliate of the depositor.  The auction rate notes depositor will be the depositor solely with respect to certain reofferings of previously registered auction rate notes where the auction rate notes depositor was originally the related issuing entity’s depositor for the applicable series of notes and SLM Funding LLC is the selling securitiesholder of the class or classes of auction rate notes being reoffered.
Trustee, Delaware Trustee and/or Eligible Lender Trustee	For each series of notes, the related prospectus supplement will specify the trustee, the Delaware trustee and/or eligible lender trustee, as applicable, for the related issuing entity. See “Formation of the Issuing Entities—Eligible Lender Trustee or Trustee” in this prospectus.
Sponsor	The sponsor is Sallie Mae, Inc.  We sometimes refer to Sallie Mae, Inc. and its successors in interest as SMI in this prospectus.

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Servicer	The servicer will be either SMI or another servicer specified in the prospectus supplement for your notes. SMI manages and operates the loan servicing functions for SLM Corporation and its affiliates and certain unrelated parties.  We sometimes refer to SLM Corporation and its successors in interest as Holdco in this prospectus.
	Under the circumstances described in this prospectus, the servicer may transfer its servicing obligations to other entities. It may also contract with other servicers or sub-servicers. The related prospectus supplement will describe any sub-servicers with whom the servicer has contracted. See “Servicing and Administration—Matters Regarding the Servicer” in this prospectus.
Sellers	The sellers are SLM Education Credit Finance Corporation and/or other affiliates of the depositor as identified in the related prospectus supplement. We sometimes refer to SLM Education Credit Finance Corporation and its successors in interest as ECFC in this prospectus.
Originators	To the extent that non-FFELP loans have been originated by one or more originators not affiliated with SMI or the depositor and constitute a material portion of the related loan pool, the identity of such originators will be disclosed, to the extent known. The requisite information concerning those originators, to the extent available, will be provided in the related prospectus supplement.
Indenture Trustee	For each series of notes, the related prospectus supplement will specify the indenture trustee for the notes. See “Description of the Notes—The Indenture—The Indenture Trustee” in this prospectus.
Administrator	The administrator of the issuing entity will be either SMI or a sub-administrator specified in the prospectus supplement for your notes.  Under the circumstances described in this prospectus, the administrator may transfer its obligations as administrator to an affiliate. The administrator may also contract with sub-administrators.  If there is a sub-administrator, the identity of the sub-administrator will be specified in the prospectus supplement for your notes.  The related prospectus supplement will describe any sub-administrators with whom the administrator has contracted.  See “Summary of Terms—Administrator” in the related prospectus supplement.
The Notes	Each series of notes will include one or more classes of student loan-backed notes. The notes will be issued under an indenture between the issuing entity and the related indenture trustee. We may offer each class of notes publicly or privately, as specified in the related prospectus supplement.

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The notes will be available for purchase in minimum denominations and additional amounts in excess thereof, as  provided in the related prospectus supplement. The depositor may denominate the notes in U.S. Dollars or a non-U.S. Dollar currency as specified in the related prospectus supplement.  The notes will be available initially in book-entry form only unless otherwise specified in the related prospectus supplement. Investors who hold the notes in book-entry form will be able to receive definitive notes only in the limited circumstances described in this prospectus or in the related prospectus supplement.

See “Additional Information Regarding the Notes—Book-Entry Registration” and “—Definitive Notes” in this prospectus.

Each class of notes will have a stated principal amount and will bear interest at the rate described in the related prospectus supplement. Interest rates may vary between the classes of notes in a particular series. The interest rate for a class of notes may be:

• fixed;

• variable;

• adjustable;

• auction-determined;

• reset rate; or

• any combination of these rates.

The related prospectus supplement will specify:

• the stated principal amount of each class of notes; and

• the interest rate for each class of notes or the method for determining the interest rate.

See “Description of the Notes—Principal and Interest on the Notes” in this prospectus and “Summary of Terms—The Notes” and “—Information About the Notes” in the related prospectus supplement.

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	If a series includes two or more classes of notes:
	the timing and priority of payments, seniority, interest rates and/or the method of determining interest rates or amount of payments of principal or interest may differ for each class; or
	payments of principal or interest on a class may or may not be made, depending on whether specified events occur.
	The related prospectus supplement will provide this information.
Assets of the Issuing Entity	The assets of each issuing entity will include a pool of student loans. The loans, as specified in the related prospectus supplement, may be:
	education loans to students or parents of students made under the Federal Family Education Loan Program, known as the FFELP; or
	other education loans not made under the FFELP.
	Student loans owned by the issuing entity are called “trust student loans.”
	The assets of each issuing entity will include rights to receive payments made on these trust student loans and any proceeds related to them.
	We will purchase the student loans from ECFC or another affiliate of Holdco under one or more  purchase agreements. The prospectus supplement for your notes will describe the seller or sellers that sold the student loans to us. The student loans will be selected based on criteria listed in the related purchase agreement. We will sell the student loans to the related issuing entity under a sale agreement. The related prospectus supplement will specify the aggregate principal balance of the loans sold to the issuing entity as of the cutoff date specified in that prospectus supplement. The property of each issuing entity will also include amounts on deposit in specific trust

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	accounts.  The accounts may include: a collection account, any reserve account, any pre-funding account, any capitalized interest account, any cash capitalization account and any other account identified in the related prospectus supplement.  The property of each issuing entity may also include the right to receive payments under any swap agreements entered into by the issuing entity from time to time. See “Formation of the Issuing Entities” in this prospectus.
	Each FFELP loan sold to an issuing entity will be guaranteed as to the payment of principal and interest by a state guaranty agency or a private non-profit guarantor. The percentage of the guarantee will be set forth in the prospectus supplement for your notes. These guarantees are contingent upon compliance with specific origination and servicing procedures, as prescribed by various U.S. federal and guarantor regulations. Each guarantor is reinsured by the U.S. Department of Education for a percentage of claims paid by that guarantor for a given federal fiscal year. The reinsured amount depends on a guarantor’s claims experience and the year in which the loans subject to the claims were disbursed. The percentage of the claims paid by a guarantor that are reinsured could change in the future by legislation. See “Appendix A—Federal Family Education Loan Program—Guaranty Agencies under the FFELP” in this prospectus.
	Non-FFELP loans or “private education loans” may or may not be insured by a private guarantor or surety. If insured private education loans are included in the assets sold to an issuing entity, the issuing entity and the holders of the publicly offered notes related to that issuing entity may or may not have the benefit of the guarantee. If your notes have the benefit of a private guarantee or surety, the related prospectus supplement will describe such private guarantee or surety.
	An issuing entity’s assets may include various agreements with counterparties providing for interest rate swaps, currency swaps, interest rate caps, floor agreements, collar agreements and liquidity agreements. As applicable, these agreements will be described in the related prospectus supplement.
Collection Account	For each issuing entity, the administrator will establish and maintain one or more accounts to hold all payments made with respect to the trust student loans. We refer to each of these accounts collectively as the “collection account” in this prospectus. The collection account will be in the name of the indenture trustee on behalf of the holders of the notes. The collection account will be an asset of the issuing entity. The related prospectus supplement will describe the permitted uses of funds in the collection account and the conditions for their application.

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Reserve Account	The administrator will establish a reserve account for each series. The reserve account will be established in the name of the indenture trustee and will be an asset of the issuing entity. On the relevant closing date, we will make a deposit into the reserve account, as specified in the related prospectus supplement. The initial deposit into the reserve account may be supplemented from time to time by additional deposits. The related prospectus supplement will describe the conditions and amounts of these additional deposits.
	The related prospectus supplement for each issuing entity will describe when amounts in the reserve account will be available to cover shortfalls in payments due on the notes. It will also describe how amounts on deposit in the reserve account in excess of the required reserve account balance will be distributed.
Pre-Funding Account	The related prospectus supplement for your notes will inform you if a portion of the net proceeds of the sale of the notes will be held in a pre-funding account and used to purchase additional student loans. If a pre-funding account is established, it will be in the name of the indenture trustee and will be an asset of the issuing entity. The related prospectus supplement will describe the permitted uses of any funds in the pre-funding account, the conditions for their application and the length of time during which additional student loans may be purchased with amounts on deposit in the pre-funding account.
Capitalized Interest Account	The related prospectus supplement for your notes will inform you if the administrator will establish and maintain a capitalized interest account as an asset of the issuing entity. If a capitalized interest account is established, it will be in the name of the indenture trustee and the related issuing entity will make an initial deposit from the net proceeds of the sale of the notes into that account as specified in the related prospectus supplement. This initial deposit will be in the form of either cash or eligible investments.
	Funds in the capitalized interest account will be available to cover shortfalls in payments of primary servicing, administration, if applicable, auction agent and broker-dealer fees, interest due to senior noteholders and payments due to each swap counterparty (other than any termination payments) pursuant to any swap agreement then in effect. Following such

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	payments and after application of funds available in the collection account, but before application of funds in the reserve account, any funds remaining in the capitalized interest account will be applied toward shortfalls in payments of interest to subordinate noteholders.
Other Accounts	The related prospectus supplement for your notes will also describe any other accounts established for the related issuing entity. These accounts may include cash collateralization accounts, supplemental interest accounts, investment reserve accounts, investment premium purchase accounts, currency accounts, and for any series that contains reset rate notes, one or more accumulation accounts.
Pre-Funding Period	The related prospectus supplement for your notes will inform you if there is a pre-funding period (and the length of such pre-funding period) during which the trust may acquire additional student loans with amounts on deposit in the pre-funding account.  The length of the pre-funding period will not extend for more than one year from the date of issuance of the related series of notes.  The portion of the proceeds for the pre-funding account will not involve more than 50% of the proceeds of the offering of the related series of notes.  The additional trust student loans acquired during the pre-funding period will have the same general characteristics as the original trust student loans in the related pool.
Revolving Period	The related prospectus supplement for your notes will inform you if there is a revolving period (and the length of such revolving period) during which the trust may acquire additional student loans using the cash flows from the related pool of trust student loans.  The length of the revolving period will not extend for more than three years from the date of issuance of the related series of notes.  The related prospectus supplement for your notes will describe the characteristics or selection criteria for the additional trust student loans.
Credit and Cash Flow or other Enhancement or Derivative Arrangements	Credit or cash flow enhancement for any series of notes may include one or more of the items shown under “Additional Information Regarding the Notes—Credit Enhancement and Other Support—General” in this prospectus.
	If any credit or cash flow enhancement applies to an issuing entity or any of the notes issued by that issuing entity, the related prospectus supplement will describe the specific enhancement and the conditions for their application as well as the related counterparty, if applicable. A credit or cash flow enhancement may have limitations and exclusions from

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	coverage. The related prospectus supplement will describe any such limitations or exclusions. See “Additional Information Regarding the Notes—Credit Enhancement and Other Support” in this prospectus.
	To the extent applicable, the related prospectus supplement will set forth information describing each form of credit enhancement or other permissible form of support, the extent of the enhancement or support being provided and the identity of each credit enhancement or support provider.  The related prospectus supplement will also set forth how losses not covered by credit enhancement or support will be allocated to and among the applicable securities.
Servicing Agreements	The servicer will enter into one or more servicing agreements covering the trust student loans held by each issuing entity. Under the servicing agreement, the servicer will be responsible for servicing, managing, maintaining custody of, and making collections on the trust student loans. In addition, it will file with any guarantor of the trust student loans and the U.S. Department of Education all appropriate claims to collect any guarantee payments or interest subsidy payments and special allowance payments owed on the trust student loans. See “Servicing and Administration” in this prospectus.
Servicing Fee	The servicer will receive a servicing fee as specified in the related prospectus supplement. It will also receive reimbursement for expenses and charges, as specified in such prospectus supplement. These amounts will be payable monthly.
	The servicing fee and any portion of the servicing fee that remains unpaid from prior dates will be payable before any payments are made on the related notes unless any portion of the servicing fee is expressly subordinated to payments on the notes, as specified in the related prospectus supplement. See “Servicing and Administration—Servicing Compensation” in this prospectus.
Administration Agreement	SMI, in its capacity as administrator, will enter into an administration agreement with each issuing entity, the depositor, the eligible lender trustee or trustee, as applicable, the servicer and the indenture trustee. Under this agreement, SMI will undertake specific administrative duties for each issuing entity. See “Servicing and Administration—Administration Agreement” in this prospectus.

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Administration Fee	The administrator will receive an administration fee as specified in the related prospectus supplement. It may also receive reimbursement for expenses and charges, as specified in the related prospectus supplement. These amounts will be payable before any payments are made on the related notes, as specified in the related prospectus supplement. See “Servicing and Administration—Administration Agreement” in this prospectus.
Purchase Agreements	For each issuing entity, the depositor will acquire the related student loans under one or more purchase agreements. We will assign our rights under the purchase agreements to the trustee or eligible lender trustee, as applicable, on behalf of the issuing entity. The issuing entity will further assign these rights to the indenture trustee as collateral for the notes. See “Transfer and Servicing Agreements” in this prospectus.
Sale Agreements	We will sell the trust student loans to the issuing entity under a sale agreement. The trustee or eligible lender trustee, as applicable, will hold legal title to the trust student loans. The issuing entity will assign its rights under the sale agreement to the indenture trustee as collateral for the notes. See “Transfer and Servicing Agreements” in this prospectus.
Representations and Warranties of the Depositor	Under the sale agreement for each issuing entity, the depositor, as the seller of the loans to the issuing entity, will make specific representations and warranties to the issuing entity concerning the trust student loans. We will have an obligation to repurchase any trust student loan if the issuing entity is materially and adversely affected by a breach of the depositor’s representations or warranties, unless we can cure the breach within the period specified in the related prospectus supplement. Alternatively, we may substitute qualified student loans rather than repurchasing the affected loans. Qualified substitute student loans are student loans that comply, on the date of substitution, with all of the representations and warranties made by us in the sale agreement. Qualified substitute student loans must also be substantially similar on an aggregate basis to the loans they are being substituted for with regard to the following characteristics:
	principal balance;
	status—in-school, grace, deferment, forbearance or repayment;
	program type—Unsubsidized Stafford, Subsidized Stafford, PLUS, SLS, Consolidation or non-FFELP loans;

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	school type;
	total return; and
	remaining term to maturity.
	Any required repurchase or substitution will occur on the date the next collection period ends after the applicable cure period has expired.
	In addition, the depositor will have an obligation to reimburse the issuing entity for:
	any shortfall between the balance of the qualified substitute student loans and the balance of the loans being replaced; and
	any accrued interest not guaranteed by, or that is required to be refunded to, a guarantor and any program payments lost as a result of a breach of our representations and warranties.
	See “Transfer and Servicing Agreements—Sale of Student Loans to the Trust; Representations and Warranties of the Depositor” in this prospectus.
Representations and Warranties of SLM Education Credit Finance Corporation and the Other Sellers Under the Purchase Agreements	In each purchase agreement, the related seller of the student loans will make representations and warranties to the depositor concerning the student loans sold through that purchase agreement. These representations and warranties will be similar to the representations and warranties we made under the related sale agreement. Under each purchase agreement, the related seller will have repurchase, substitution and reimbursement obligations that match our obligations under the sale agreement.
	See “Transfer and Servicing Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in this prospectus.
Covenants of the Servicer	The servicer will agree to service the trust student loans in compliance with the servicing agreement and the Higher Education Act, as applicable. It will have an obligation to purchase from an issuing entity any trust student loan if the issuing entity is materially and adversely affected by a breach by the servicer of any of its covenants concerning that student loan.

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	Alternatively, the servicer will have the right to substitute qualified student loans in those circumstances. Any breach that relates to compliance with the Higher Education Act or the relevant loan program rules, as in effect on such date of determination or the requirements of a guarantor, but that does not affect that guarantor’s obligation to guarantee payment of a trust student loan, will not be considered to have a material adverse effect (for example, any breach by the servicer that is cured within the applicable grace period will not be considered to have a material adverse effect).
	If the servicer does not cure a breach within the grace period specified in the related servicing agreement, the purchase or substitution will be made on the collection period end date immediately following the expiration of the applicable cure period, or as otherwise described in the related servicing agreement.
	In addition, the servicer will have an obligation to reimburse the issuing entity for:
	any shortfall between the aggregate principal balance of the qualified substitute student loans and the aggregate principal balance of the loans being replaced; and
	any accrued interest not guaranteed by, or that is required to be refunded to, a guarantor and any relevant loan program payments lost as a result of a breach of the servicer’s covenants.
	See “Servicing and Administration—Servicer Covenants” in this prospectus.
Optional Purchases	Subject to any limitations described in the related prospectus supplement, the servicer or another entity specified in such prospectus supplement may, at its option, purchase, or arrange for the purchase of, all remaining trust student loans owned by an issuing entity on any distribution date when the pool balance of the remaining student loans is 10% or less of the initial pool balance, together with the aggregate initial principal balances of all trust student loans acquired during any applicable pre-funding period, plus accrued interest to be capitalized as of the applicable cutoff dates, or such lesser percentage as set forth in the related prospectus supplement. The exercise of this purchase option will result in the early retirement of the notes issued by that issuing entity. See “The Student Loan Pools—Termination” in this prospectus.

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	In addition, the servicer or another entity specified in the related prospectus supplement may have an option to purchase or arrange for the purchase of some of the trust student loans at any time.  If the servicer or another entity has this option, the related prospectus supplement will specify the percentage limitation required for such purchase together with the other limitations thereon.
Call Option and Collateral Call	If specified in the related prospectus supplement, the servicer or one of its affiliates specified in such prospectus supplement may exercise its option to call, in full, one or more classes of notes.  If a class of notes has been called, it will either remain outstanding and be entitled to all interest and principal payments on such class of notes under the related indenture, or the servicer or its specified affiliate will deposit an amount into the collection account sufficient to redeem the specified class of notes, subject to satisfaction of the rating agency condition.See “Description of the Notes—Call Option on the Notes” in this prospectus.  Each class of reset rate notes will be subject to a call option as described under “Additional Information Regarding the Notes—The Reset Rate Notes—Call Option” in this prospectus.In addition, if specified in the related prospectus supplement and provided that the rating agency condition is satisfied, the servicer or one or more of its affiliates will have the right to purchase certain of the trust student loans in an amount sufficient to redeem one or more classes of notes.
	See “Description of the Notes—Collateral Call” in this prospectus.
Auction of Trust Assets	Subject to any limitations described in the related prospectus supplement, the indenture trustee will offer for sale by auction all remaining trust student loans at the end of the collection period in which their aggregate pool balance is 10% or less of the initial pool balance, together with the aggregate initial principal balances of all trust student loans acquired during any applicable pre-funding period, plus accrued interest to be capitalized as of the applicable cutoff dates, or such lesser percentage as set forth in the related prospectus supplement. An auction will occur only if the entity with the optional purchase right has first waived its optional purchase right. The auction of the remaining trust student loans will result in the early retirement of the notes issued by that issuing entity. See “The Student Loan Pools—Termination” in this prospectusand “Summary of Terms—Termination of the Trust—Auction of Trust Assets” in the related prospectus supplement.

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Tax Considerations	On the closing date for a series, Shearman & Sterling LLP or another law firm identified in the related prospectus supplement, as federal tax counsel to the applicable issuing entity, will deliver an opinion stating that, for U.S. federal income tax purposes:
	the notes of that series will be characterized as debt; and
	the issuing entity will not be characterized as an association or a publicly traded partnership taxable as a corporation.
	In addition, the law firm identified in the related prospectus supplement as Delaware tax counsel to the issuing entity will deliver an opinion stating that:
	the tax characterizations which apply for U.S. federal income tax purposes would apply for Delaware state income tax purposes; and
	holders of the notes that are not otherwise subject to Delaware state income taxation will not become subject to Delaware state tax as a result of their ownership of the notes.
	By acquiring a note, you will agree to treat that note as indebtedness.
	See “U.S. Federal Income Tax Consequences” and “State Tax Consequences” in this prospectus.
ERISA Considerations	A fiduciary of any employee benefit plan or other retirement arrangement subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, should carefully review with its legal advisors whether the plan’s purchase or holding of any class of notes could give rise to a transaction prohibited or otherwise impermissible under ERISA or the Internal Revenue Code. See “ERISA Considerations” in this prospectus and in the related prospectus supplement.
Ratings	The sponsor expects that the notes will receive credit ratings from at least two rating agencies.

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RISK FACTORS

You should carefully consider the following risk factors in deciding whether to purchase any notes. You should also consider the additional risk factors described in the related prospectus supplement. All of these risk factors could affect your investment in or return on the notes.

RISKS RELATING TO THE NOTES GENERALLY
Because The Notes May Not Provide Regular Or Predictable Payments, You May Not Receive The Return On Your Investment That You Expected	The notes may not provide a regular or predictable schedule of payments or payment on any specific date. Accordingly, you may not receive the return on your investment that you expected.
The Notes Are Not Suitable Investments For All Investors	The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, and tax consequences of such an investment, as well as the interaction of these factors.
If A Secondary Market For Your Notes Does Not Develop, The Value Of Your Notes May Diminish	The notes will be a new issue without an established trading market. The related prospectus supplement will specify whether we intend to list any or all of the related classes of notes on a European exchange; however, we do not intend to list the notes on any exchange in the United States.  We cannot assure you that a listing on a European exchange will be accepted nor, in any event, that a secondary market for the notes will develop. If a secondary market does not develop, the spread between the bid price and the asked price for your notes may widen, thereby reducing the net proceeds to you from the sale of your notes.
The Issuing Entity Will Have Limited Assets From Which To Make Payments On The Notes, Which May Result In Losses	An issuing entity will not have, nor will it be permitted to have, significant assets or sources of funds other than the related pool of trust student loans and, with respect to FFELP loans, the related guarantee agreements. If so provided in the related prospectus supplement, the issuing entity may have a reserve account and any other accounts established in the issuing entity’s name, and may enter into interest rate and/or currency swap agreements, interest rate cap agreements, floor agreements, collar agreements or liquidity agreements as described under “Additional Information Regarding the Notes—Credit Enhancement and Other Support.”

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	Consequently, you must rely upon payments on the trust student loans from the borrowers and guarantors, as applicable, and, if available, amounts on deposit in the trust accounts, amounts received from derivative counterparties and the other specified credit or cash flow enhancements to repay your notes. If these sources of funds are unavailable or insufficient to make payments on your notes, you may experience a loss on your investment.
Your Notes May Have A Degree Of Basis Risk, Which Could Compromise The Issuing Entity’s Ability To Pay Principal And Interest On Your Notes	There may be a degree of basis risk associated with an issuing entity’s notes.  There is a risk that shortfalls might occur because, among other things, while the effective interest rates of the related trust student loans adjust on the basis of specified indices, the interest rates of an issuing entity’s notes may adjust on the basis of a different index.  If a shortfall were to occur, the issuing entity’s ability to pay principal and/or interest on its notes could be compromised.  See the prospectus supplement related to your notes for a description of the related issuing entity’s initial trust student loans.
	Consequently, you must rely on other forms of credit enhancement, to the extent available, to mitigate basis risk. There can be no assurance that the amount of credit enhancement will be sufficient to cover any basis risk associated with an issuing entity’s notes.
You May Be Unable To Reinvest Principal Payments At The Yield You Earn On The Notes	Asset-backed notes usually produce increased principal payments to investors when market interest rates fall below the interest rates on the collateral—student loans in this case—and decreased principal payments when market interest rates rise above the interest rates on the collateral. As a result, you are likely to receive more money to reinvest at a time when other investments generally are producing lower yields than the yield on the notes. Similarly, you are likely to receive less money to reinvest when other investments generally are producing higher yields than the yield on the notes.
Subordination Of Some Classes Of Notes Results In A Greater Risk Of Losses Or Delays In Payment On Those Notes	Some classes of notes may be subordinate to other classes of that series. Consequently, holders of some classes of notes may bear a greater risk of losses or delays in payment. The related prospectus supplement will describe the nature and extent of any subordination.

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The Notes May Be Repaid Early Due To An Auction Sale Or The Exercise Of The Purchase Option. If This Happens, Your Yield May Be Affected And You Will Bear Reinvestment Risk	The notes may be repaid before you expect them to be if: the servicer or other applicable entity exercises its option to purchase all of the trust student loans; or the indenture trustee successfully conducts an auction sale.
	Either event would result in the early retirement of the notes outstanding on that date. If this happens, your yield on the notes may be affected. You will bear the risk that you cannot reinvest the money you receive in comparable notes at an equal yield.
If The Holder Of The Call Option Or Collateral Call Exercises Its Right, You May Not Be Able To Reinvest In A Comparable Note	If specified in the prospectus supplement for your notes, the servicer will have, or may transfer to certain of its affiliates, the option to call, in full, one or more classes of notes.  If this option is exercised, the affected class of notes will either remain outstanding and be entitled to all of the benefits of the related indenture, or the servicer or its specified affiliate will deposit an amount into the collection account sufficient to redeem the affected class of notes, subject to satisfaction of the rating agency condition set forth in the related prospectus supplement for your notes.  In addition, if specified in the related prospectus supplement and subject to satisfaction of the rating agency condition, the servicer or one or more of its affiliates will have the right to purchase certain of the trust student loans in an amount sufficient to redeem one or more classes of notes.  If the note call option or collateral call option is exercised with respect to your class of notes, you will receive a payment of principal equal to the outstanding principal balance of your notes, less any amounts distributed to you by the issuing entity as a payment of principal on the related distribution date, plus all accrued and unpaid interest on such distribution date, but you may not be able to reinvest the proceeds you receive in a comparable security with an equivalent yield.
The Bankruptcy Of The Depositor, ECFC Or Any Other Seller Could Delay Or Reduce Payments On Your Notes	We have taken steps to assure that the voluntary or involuntary application for relief by ECFC, which is the sole member of the depositor, or any other applicable seller under the United States Bankruptcy Code or other insolvency laws will not result in consolidation of the assets and liabilities of the depositor with those of ECFC and the other

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	sellers. However, we cannot guarantee that our activities will not result in a court concluding that our assets and liabilities should be consolidated with those of ECFC or any other seller in a proceeding under any insolvency law. If a court were to reach this conclusion or a filing were made under any insolvency law by or against us, or if an attempt were made to litigate this issue, then delays in distributions on the notes or reductions in these amounts could result.
	ECFC, the other sellers of the student loans and the depositor intend that each transfer of student loans to the depositor will constitute a true sale. If such transfer constitutes a true sale, the student loans and their proceeds would no longer be considered property of ECFC or the other sellers should any such seller become subject to an insolvency law.
	If ECFC or any other seller were to become subject to an insolvency law, and a creditor, a trustee-in-bankruptcy or the seller itself were to take the position that the sale of student loans from the related seller to the depositor should instead be treated as a pledge of the student loans to secure a borrowing of that seller, delays in payments on the notes could occur.
	In addition, if the court ruled in favor of this position, reductions in the amount of payments on the notes could result.
Withdrawal Or Downgrade Of Initial Ratings May Decrease The Prices Of Your Notes	A security rating is not a recommendation to buy, sell or hold securities. Similar ratings on different types of securities do not necessarily mean the same thing. A rating agency may revise or withdraw its rating at any time if it believes circumstances have changed. A subsequent downgrade in the rating on your notes is likely to decrease the price a subsequent purchaser will be willing to pay for your notes.
Subordinated Noteholders May Not Be Able To Direct The Indenture Trustee Upon An Event Of Default Under The Indenture	If specified in the related prospectus supplement, and an event of default occurs under the indenture, only the holders of the controlling class of notes, which is defined as the holders of the then outstanding class or classes of the most senior notes, will be able to waive that event of default, accelerate the maturity dates of the notes or direct any remedial action under the related indenture.  In this event, the holders of any outstanding subordinated class or classes of notes will not have any rights to direct any remedial action until each more senior class of notes has been paid in full.

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The Dodd-Frank Act And Future Legislation and Regulatory Reforms Could Have An Adverse Effect On Holdco’s And SMI’s Business And Operating Results	On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) to reform and strengthen supervision of the U.S. financial services industry.  The Dodd-Frank Act represents a comprehensive change to existing laws, imposing significant new regulation on almost every aspect of the U.S. financial services industry.
	The Dodd-Frank Act will result in significant new regulation in key areas of the business of Holdco, the parent of the sponsor, the sponsor and their affiliates and the markets in which Holdco, the sponsor and their affiliates operate.  Most of the component parts of the Dodd-Frank Act are still subject to intensive rulemaking and public comment over the coming months and none of Holdco, the sponsor or their affiliates can predict the ultimate effect the Dodd-Frank Act or required examinations of the private education loan market could have on their operations at this time.  It is likely, however, that operational expenses will increase if new or additional compliance requirements are imposed on their operations and their competitiveness could be significantly affected if they are subjected to supervision and regulatory standards not otherwise applicable to their competitors.
	See “Certain Legal Aspects of the Student Loans—Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions” below for more information.
RISKS RELATING TO STUDENT LOANS GENERALLY
You Will Bear Prepayment And Extension Risk Due To Actions Taken By Individual Borrowers And Other Variables Beyond Our Control	A borrower may prepay a student loan in whole or in part, at any time. The rate of prepayments on the student loans may be influenced by a variety of economic, social, competitive and other factors, including changes in interest rates, the availability of alternative financings and the general economy. Various loan consolidation programs, including those offered by affiliates of the depositor, available to eligible borrowers may increase the likelihood of prepayments. In addition, an issuing entity may receive unscheduled payments due to defaults and purchases by the servicer or the depositor. Because a pool may include thousands of student loans, it is impossible to predict the amount and timing of payments that will be received and paid to noteholders in any period. Consequently, the length of time that your notes are outstanding and accruing interest may be shorter than you expect.

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	On the other hand, the trust student loans may be extended as a result of grace periods, deferment periods and, under some circumstances, forbearance periods. This may lengthen the remaining term of the student loans and delay principal payments to you. In addition, the amount available for distribution to you will be reduced if borrowers fail to pay timely the principal and interest due on the trust student loans. Consequently, the length of time that your notes are outstanding and accruing interest may be longer than you expect.
	Any optional purchase right, any provision for the auction of the student loans, and, if applicable, the possibility that any pre-funded amount may not be fully used to purchase additional student loans create additional uncertainty regarding the timing of payments to noteholders.
	The effect of these factors is impossible to predict. To the extent they create reinvestment risk, you will bear that risk.
A Failure To Comply With Student Loan Origination And Servicing Procedures Could Jeopardize Guarantor, Interest Subsidy And Special Allowance Payments On The Trust Student Loans, Which May Result In Delays In Payment Or Losses On Your Notes	The rules under which the trust student loans were originated, including the Higher Education Act or the program rules and surety agreements for private education loans, require lenders making and servicing student loans and the guarantors, if any, guaranteeing those loans to follow specified procedures, including due diligence procedures, to ensure that the student loans are properly made, disbursed and serviced. Failure to follow these procedures may result in: the U.S. Department of Education’s refusal to make reinsurance payments to the applicable guarantor or to make interest subsidy payments and special allowance payments on the trust student loans that are FFELP loans; or the guarantors’ or sureties’ inability or refusal to make guarantee or insurance payments on the trust student loans that are private education loans.
	Loss of any loan program payments could adversely affect the amount of available funds and the issuing entity’s ability to pay principal and interest on your notes.

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The Inability Of The Depositor Or The Servicer To Meet Its Repurchase Obligation May Result In Losses On Your Notes	Under some circumstances, the issuing entity has the right to require the depositor (and the depositor has the right to require the applicable seller) or the servicer to purchase a trust student loan or provide the issuing entity with a substitute student loan. This right arises generally if a breach of the representations, warranties or covenants of the depositor or the servicer, as applicable, has a material adverse effect on the issuing entity, and is not cured within the applicable cure period. We cannot guarantee you, however, that the depositor (and in turn the applicable seller) or the servicer will have the financial resources to make a purchase or substitution. In this case, you will bear any resulting loss.
Incentive Programs May Affect Your Notes	At the present time, the sellers of the trust student loans make available to borrowers various incentive programs.  In addition, under the terms of the servicing agreement for your notes, the servicer may make new incentive programs available to borrowers with trust student loans.  See “Sallie Mae’s Student Loan Financing Business—Servicing—Incentive Programs” in this prospectus.  These current or future incentive programs may affect payments on your notes.
	For example, if one or more of the incentive programs which offer a principal balance reduction to borrowers are made available to borrowers with trust student loans and a higher than anticipated number of borrowers qualify, the principal balance of the affected trust student loans may repay faster than anticipated.
	Accordingly, your notes may experience faster than anticipated principal payments.
	Conversely, the existence of these incentive programs may discourage a borrower from prepaying an affected trust student loan.  If this were to occur, the principal balance of your notes may be reduced over a longer period than would be the case if there were no such incentive program.
	Furthermore, incentive programs may reduce the amount of funds available to make payments on your notes by reducing the principal balances and yield on the trust student loans.  In that case, you will bear the risk of any loss not covered by available credit enhancement.

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A Servicer Default May Result In Additional Costs, Increased Servicing Fees By A Substitute Servicer Or A Diminution In Servicing Performance, Any Of Which May Have An Adverse Effect On Your Notes	If a servicer default occurs, the indenture trustee or the noteholders of a given series of notes may remove the servicer without the consent of the trustee or eligible lender trustee, as applicable. Only the indenture trustee or the noteholders, and not the trustee or eligible lender trustee, as applicable, have the ability to remove the servicer if a servicer default occurs. In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict: the cost of the transfer of servicing to the successor servicer; the ability of the successor servicer to perform the obligations and duties of the servicer under the servicing agreement; or the servicing fees charged by the successor servicer.
	In addition, the noteholders have the ability, with some exceptions, to waive defaults by the servicer. Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted, resulting in increased delinquencies and/or defaults on the trust student loans.
The Bankruptcy Of The Servicer Could Delay The Appointment Of A Successor Servicer Or Reduce Payments On Your Notes	In the event of default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or liquidator may have the power to prevent either the indenture trustee or the noteholders from appointing a successor servicer or prevent the servicer from appointing a sub-servicer, as the case may be, and delays in the collection of payments on the trust student loans may occur.  Any delay in the collection of payments on the trust student loans may delay or reduce payments to noteholders.
The Indenture Trustee May Have Difficulty Liquidating Trust Student Loans After An Event Of Default	If an event of default occurs under an indenture, the indenture trustee may sell the trust student loans, without the consent of the noteholders (but only in the event that there has been a payment default on a class of senior notes, and in all other cases, if the purchase price received from the sale of the trust student loans is sufficient to repay all related noteholders in full).  However, the indenture trustee may not be able to find a purchaser for the trust student loans in a timely manner or the market value of those loans may not be high enough to make noteholders whole.

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An Issuing Entity May Be Affected By Delayed Payments From Borrowers Called To Active Military Service	The Higher Education Act, the Servicemembers Civil Relief Act and similar state and local laws provide payment relief to borrowers who enter active military service and to borrowers in reserve status who are called to active duty after the origination of their trust student loans. Recent and ongoing military operations by the United States have increased the number of citizens who are in active military service, including persons in reserve status who have been called or may be called to active duty.
	The Servicemembers Civil Relief Act also limits the ability of a lender in the FFELP to take legal action against a borrower during the borrower’s period of active duty and, in some cases, during an additional three-month period thereafter.
	We do not know how many trust student loans have been or may be affected by the application of these laws.  As a result, there may be unanticipated delays in payment and losses on the trust student loans.
RISKS RELATING TO PRIVATE EDUCATION LOANS	(The following risk factors apply to issuing entities whose assets include private education loans.)
Private Education Loans May Have Greater Risk Of Default	Private education loans are made to students who may have higher debt burdens than student loan borrowers as a whole. Borrowers of private education loans typically have already borrowed up to the maximum annual or aggregate limits permitted under federally guaranteed student lending programs. As a result, borrowers of private education loans may be more likely than other student loan borrowers as a whole to default on their payments or have a higher rate of forbearances. Failures by borrowers to pay timely the principal and interest on their private education loans or an increase in deferments or forbearances could affect the timing and amount of available funds for any collection period and adversely affect an issuing entity’s ability to pay principal and interest on your notes. In addition, the private education loans are not secured by any collateral of the borrowers and are not insured by any FFELP guaranty agency, the federal government or by any other governmental agency. Consequently, if a borrower defaults on a private education loan, you will bear the risk of loss to the extent that the reserve account or other specified credit enhancement for your notes is insufficient or unavailable to cover such default.

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Past Charge-Off Rates On Holdco’s Private Education Loans May Not Be Indicative Of Future Charge-Off Rates

SMI as the servicer, has agreed to service the trust student loans on the same terms as they service substantially similar loans owned by Holdco and its affiliates.  Holdco and its subsidiaries have established forbearance policies for their private education loans under which they provide the borrower with temporary relief from payment of principal or interest in exchange for a processing fee paid by the borrower, which is waived under certain circumstances.  During the forbearance period, generally granted in three-month increments, interest that the borrower otherwise would have paid is typically capitalized at the end of the forbearance term.  At December 31, 2012, approximately 3.50% of Holdco’s private education loans in repayment were in forbearance. Forbearance is used most heavily when the borrower’s loan enters repayment; however, borrowers may apply for forbearance multiple times and a significant number of private education loan borrowers have taken advantage of this option.  When a borrower ends forbearance and enters repayment, the account is considered current.  Accordingly, a borrower who may have been delinquent in his payments or may not have made any recent payments on his account will be accounted for as a borrower in current repayment status when the borrower exits the forbearance period.  In addition, past charge-off rates on Holdco’s private education loans may not be indicative of future charge-off rates because of, among other things, the use of forbearance and the effect of future changes to the forbearance policies.  If the servicer’s applicable forbearance policies prove over time to be less effective on cash collections than  expected or if the servicer limits the circumstances under which forbearance may be granted under their forbearance policies, these changes could have a material adverse effect on the amount of future charge-offs and the ultimate default rate changes.

In addition, future charge-off rates can be higher than anticipated due to a variety of factors such as downturns in the economy, regulatory or operational changes in debt management operations’ effectiveness, and other unforeseeable future trends.  You will bear the risk of loss if actual future performance in charge-offs and delinquency is worse than estimated.

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Interests Of Other Persons In Private Education Loans Could Be Superior To An Issuing Entity’s Interest, Which May Result In Reduced Payments On Your Notes

Another person could acquire an interest in a private education loan that is evidenced by a physical “promissory note” within the meaning of the Uniform Commercial Code superior to an issuing entity’s interest in that student loan because the promissory notes evidencing private education loans will not be segregated or marked as belonging to an issuing entity and will not be held by a third-party custodian on behalf of the indenture trustee. The seller will cause financing statements to be filed with the appropriate governmental authorities to perfect an issuing entity’s interest in the related private education loans. The servicer will also mark its books and records accordingly. However, the servicer will continue to hold the promissory notes evidencing private education loans. If another party purchases (or takes a security interest in) one or more private education loans for new value in the ordinary course of business and obtains possession of those promissory notes evidencing private education loans without actual knowledge of the issuing entity’s interests, the new purchaser (or secured party) might acquire an interest in those private education loans superior to the interest of the applicable issuing entity.

Risk Of Default By Private Guarantors

If applicable to the trust student loans backing your notes, if a private guarantor defaults on its guarantee obligations, you will rely solely on payments from the related borrower for payments on the related private guaranteed trust student loan. In these circumstances, you will bear the risk of loss resulting from the failure of any borrower of a private guaranteed student loan to the extent this loss is not covered by the limited credit enhancement provided in the financing structure for your notes.

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Consumer Protection Laws May Affect Enforceability Of Student Loans	Numerous federal and state consumer protection laws, including various state usury laws and related regulations, impose substantial requirements upon lenders and servicers involved in consumer finance. Some states impose finance charge ceilings and other restrictions on certain consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liability that could affect an assignee’s ability to enforce consumer finance contracts such as the student loans. In addition, the remedies available to the indenture trustee or the noteholders upon an event of default under the indenture may not be readily available or may be limited by applicable state and federal laws.
Risk Of Bankruptcy Discharge Of Private Education Loans	Currently, private education loans made for qualified education expenses are generally not dischargeable by a borrower in bankruptcy.  Private education loans can become dischargeable if the borrower proves that keeping the loans non-dischargeable would impose an undue hardship on the debtor and the debtor’s dependents.  In addition, direct-to-consumer loans are disbursed directly to borrowers based upon certifications and warranties contained in their promissory notes, including certification of the borrower’s cost of attendance.  This process does not involve school enrollment verification as an additional criteria and, therefore, may be subject to some additional risk that the loans were not used for qualified education expenses and thus could become dischargeable in a bankruptcy proceeding.  If you own any notes in a related issuing entity, you will bear any risk of loss resulting from the discharge of any borrower of a private education loan to the extent the amount of the default is not covered by the issuing entity’s credit enhancement.
RISKS RELATING TO FEDERALLY GUARANTEED STUDENT LOANS	(The following risk factors apply to issuing entities whose assets include FFELP loans.)
You May Incur Losses Or Delays In Payments On Your Notes If Borrowers Default On The Trust Student Loans	If a borrower defaults on a trust student loan that is only 98% or 97% guaranteed, the related issuing entity will experience a loss of approximately 2% or 3%, as the case may be, of the outstanding principal and accrued interest on that student loan. If defaults occur on the trust student loans and the credit enhancement described in the related prospectus supplement is insufficient, you may suffer a delay in payment or losses on your notes.

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If A Guarantor Or Surety Of The Trust Student Loans Experiences Financial Deterioration Or Failure, You May Suffer Delays In Payment Or Losses On Your Notes	All of the trust student loans will be unsecured. As a result, the only security for payment of a guaranteed student loan is the guarantee provided by the applicable guarantor or surety. Student loans acquired by each issuing entity may be subject to guarantee or surety agreements with a number of individual guarantors or insurance companies. A deterioration of a guarantor’s or surety’s financial condition and ability to honor guarantee claims could result in a failure of that guarantor or surety to make guarantee or surety payments to the eligible lender trustee in a timely manner, or at all. The financial condition of a guarantor or surety could be adversely affected by a number of factors, including the amount of claims made against that guarantor or surety  as a result of borrower defaults.
	A FFELP guarantor’s financial condition and ability to honor guarantee claims could be adversely affected by a number of other factors including:
	the continued voluntary waiver by the guarantor of the guarantee fee payable by a borrower upon disbursement of a student loan;
	the amount of claims made against that guarantor as a result of borrower defaults;
	the amount of claims reimbursed to that guarantor from the U.S. Department of Education, which range from 75% to 100% of the guaranteed portion of the loan, depending on the date the loan was made and the historical performance of the guarantor; and
	changes in legislation that may reduce expenditures from the U.S. Department of Education that support federal guarantors or that may require guarantors to pay more of their reserves to the U.S. Department of Education.
	If the financial condition of a guarantor or surety  deteriorates, they may fail to make guarantee payments in a timely manner, or at all. In that event, you may suffer delays in payment or losses on your notes.

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The U.S. Department Of Education’s Failure To Make Reinsurance Payments May Negatively Affect The Timely Payment Of Principal And Interest On Your Notes	If a FFELP guarantor is unable to meet its guarantee obligations, the issuing entity may submit claims directly to the U.S. Department of Education for payment. The U.S. Department of Education’s obligation to pay guarantee claims directly is dependent upon its determination that the guarantor is unable to meet its guarantee obligations. If the U.S. Department of Education delays in making this determination, you may suffer a delay in the payment of principal and interest on your notes. In addition, if the U.S. Department of Education determines that the FFELP guarantor is able to meet its guarantee obligations, the U.S. Department of Education will not make guarantee payments to the issuing entity. The U.S. Department of Education may or may not make the necessary determination that the guarantor is unable to meet its guarantee obligations.  If the U.S. Department of Education determines that the guarantor is unable to meet its guarantee obligations, it may or may not make this determination or the ultimate payment of the guarantee claims in a timely manner. This could result in delays or losses on your investment.
Payment Offsets By FFELP Loan Guarantors Or The U.S. Department Of Education Could Prevent The Issuing Entity From Paying You The Full Amount Of The Principal And Interest Due On Your Notes	The eligible lender trustee may use the same U.S. Department of Education lender identification number for FFELP loans in an issuing entity as it uses for other FFELP loans it holds on behalf of other issuing entities established by us. If it does, the billings submitted by the eligible lender trustee or the servicer to the U.S. Department of Education (for items such as special allowance payments or interest subsidy payments) and the claims submitted to the guarantors will be consolidated with the billings and claims for payments for trust student loans under other issuing entities using the same lender identification number. Payments on those billings by the U.S. Department of Education as well as claim payments by the applicable guarantors will be made to the eligible lender trustee, or to the servicer on behalf of the eligible lender trustee, in a lump sum. Those payments must be allocated by the administrator among the various issuing entities that reference the same lender identification number.
	If the U.S. Department of Education or a guarantor determines that the eligible lender trustee owes it a liability on any trust student loan, including loans it holds on behalf of the issuing entity for your notes or other issuing entities, the U.S. Department of Education or the applicable guarantor may seek to collect that liability by offsetting it against

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	payments due to the eligible lender trustee under the terms of the issuing entity. Any offsetting or shortfall of payments due to the eligible lender trustee could adversely affect the amount of available funds for any collection period and thus the issuing entity’s ability to pay you principal and interest on the notes.
	The servicing agreement for your notes and other servicing agreements of the depositor will contain provisions for cross-indemnification concerning those payments and offsets. Such provisions require one entity to compensate the other or accept a lesser payment to the extent the latter has been assessed for the liability of the former. Even with cross-indemnification provisions, however, the amount of funds available to the issuing entity from indemnification would not necessarily be adequate to compensate the issuing entity and investors in the notes for any previous reduction in the available funds.
The Enactment Of The Health Care And Education Act Of 2010 And Any Other Future Changes In Law May Adversely Affect Student Loans, The Guarantors, The Depositor, ECFC Or The Other Sellers And, Accordingly, Adversely Affect Your Notes	On March 30, 2010, the Health Care and Education Reconciliation Act of 2010 (the “Reconciliation Act”) was enacted into law.  Effective July 1, 2010, the Reconciliation Act eliminates the FFELP.  The terms of existing FFELP loans are not materially affected by the Reconciliation Act.  The Higher Education Act or other relevant federal or state laws, rules and regulations may be further amended or modified in the future in a manner, including as part of any reauthorization of the Higher Education Act, that could adversely affect the federal student loan programs as well as the student loans made under these programs and the financial condition of the guarantors. Among other things, the level of guarantee payments may be adjusted from time to time. The elimination of FFELP and any other future changes could affect the ability of ECFC, the other sellers, the depositor or the servicer to satisfy their obligations to purchase or substitute student loans. Future changes could also have a material adverse effect on the revenues received by the guarantors that are available to pay claims on defaulted student loans in a timely manner. We cannot predict whether any changes will be adopted or, if adopted, what impact those changes would have on any issuing entity or the notes that it issues.

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The Use Of Master Promissory Notes May Compromise The Indenture Trustee’s Security Interest In The Student Loans	For loans disbursed on or after July 1, 1999, a master promissory note evidences any student loan made to a borrower under the Federal Family Education Loan Program. When a master promissory note is used, a borrower executes only one promissory note with each lender. Subsequent student loans from that lender are evidenced by a confirmation sent to the student. Therefore, if a lender originates multiple student loans to the same student, all of the related student loans are evidenced by a single promissory note.
	Under the Higher Education Act, each student loan made under a master promissory note may be sold independently of any other student loan made under that same master promissory note. Each student loan is separately enforceable on the basis of an original or copy of the master promissory note. Also, a security interest in these student loans may be perfected either through the secured party taking possession of the original or a copy of the master promissory note, or the filing of a financing statement. Prior to the master promissory note, each student loan made under the Federal Family Education Loan Program was evidenced by a separate note. Assignment of the original note was required to effect a transfer and possession of a copy did not perfect a security interest in the loan.
	It is possible that student loans transferred to the issuing entity may be originated under a master promissory note. If the servicer were to deliver a copy of the master promissory note, in exchange for value, to a third party that did not have knowledge of the indenture trustee’s lien, that third party may also claim an interest in the student loan. It is possible that the third party’s interest could be prior to or on a parity with the interest of the indenture trustee.

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RISKS RELATING TO SWAP AGREEMENTS	(If an issuing entity is a party to one or more interest rate or currency, as applicable, swap agreements. as will be specified in the related prospectus supplement, the following risk factors will apply.)
In The Event Of An Early Termination Of A Swap Agreement Due To Certain Swap Termination Events, An Issuing Entity May Be Required To Make A Large Termination Payment To Any Related Swap Counterparty	To the extent described in the related prospectus supplement, when a class of notes bears interest at a fixed rate, an issuing entity may enter into one or more interest rate swap agreements to hedge basis risk. If at any time a class of notes is denominated in a currency other than U.S. Dollars, the issuing entity will be required to enter into one or more currency swap agreements with eligible swap counterparties to hedge against currency risk.
	A swap agreement generally may not be terminated except upon the occurrence of enumerated termination events set forth in the applicable swap agreement which will be described in the related prospectus supplement. Depending on the reason for the termination, however, a swap termination payment may be due from either the issuing entity or the related swap counterparty.
	If a termination event under any of these swap agreements occurs and the issuing entity owes the related swap counterparty a large termination payment that is required to be paid pro rata with interest due to the related notes, the issuing entity may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal, and the holders of all classes of notes may suffer a loss.
Your Notes Will Have Greater Risk If An Interest Rate Swap Agreement Terminates	If on any distribution date a payment is due to the issuing entity under an interest rate swap agreement, but the related swap counterparty defaults and the administrator is unable to arrange for a replacement swap agreement, holders of such notes will remain entitled to the established rate of interest and principal, even though the related swap agreement has terminated. If this occurs, amounts available to make payments on the related notes will be reduced to the extent the interest rates on those notes exceed the rates which the issuing entity would have been required to pay to the swap counterparty under the terminated interest rate swap agreement. In this event, the issuing entity may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal to all classes of notes and you may suffer a loss.

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Your Notes Will Have Greater Risk If A Currency Swap Agreement Terminates	To the extent described in the related prospectus supplement, when a class of notes is to be denominated in a currency other than U.S. Dollars, the issuing entity will enter into one or more currency swap agreements with eligible swap counterparties to hedge against currency exchange and basis risks. The currency swap agreements will be intended to convert:
	principal and interest payments on the related class of notes from U.S. Dollars to the applicable currency; and
	the interest rate on the related class of notes from a LIBOR-based rate to a fixed or floating rate payable in the applicable currency.
	Upon an early termination of any currency swap agreement, you cannot be certain that the issuing entity will be able to enter into a substitute currency swap agreement with similar currency exchange terms. If the issuing entity is not able to enter into a substitute currency swap agreement, there can be no assurance that the amount of credit enhancement will be sufficient to cover the currency risk and the basis risk associated with a class of notes denominated in a currency other than U.S. Dollars. In addition, the issuing entity may owe the related swap counterparty swap termination payments that are required to be paid pro rata with the related classes of notes. In this event, there can be no assurance that the amount of credit enhancement will be sufficient to cover the swap termination payments and payments due on your notes and you may suffer loss.
	If any currency swap counterparty fails to perform its obligations or if the related currency swap agreement is terminated, the issuing entity will have to exchange U.S. Dollars for the applicable currency during the applicable reset period at an exchange rate that may not provide sufficient amounts to make payments of principal and interest to all of the notes in full, including as a result of the inability to exchange U.S. Dollar amounts then on deposit in any related accumulation account for the applicable currency. Moreover, there can be no assurance that the spread between LIBOR and any applicable non-U.S. Dollar currency index will not widen. As a result, if a currency swap agreement is terminated and the issuing entity is not able to enter into a substitute currency swap agreement, all of the notes bear the resulting currency risk and spread risk.

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	In addition, if a payment is due to the issuing entity under a currency swap agreement, a default by the related swap counterparty may reduce the amount of available funds for any collection period and thus impede the issuing entity’s ability to pay principal and interest on your class of notes.
RISKS RELATED TO AUCTION RATE NOTES	(If auction rate notes are offered in the related prospectus supplement, the following risk factors will apply.)
The Interest Rates On Any Auction Rate Notes Are Subject To Limitations, Which Could Reduce Your Yield	The interest rates on the auction rate notes may be limited by the maximum rate, which will be based on the least of the maximum auction rate, the maximum interest rate, generally 18% per annum, or, in certain circumstances, the auction student loan rate, which is based on the rates of return on the trust student loans, less specified administrative costs. If, for any accrual period, the maximum rate is less than the auction rate determined in accordance with the auction procedures, interest will be paid on the auction rate notes at the maximum rate even though there may be sufficient available funds to pay interest at the auction rate.
	For a distribution date on which the interest rate for a class of auction rate notes is equal to the auction student loan rate, the carryover amount will be the excess of (a) the lower of (1) the amount of interest at the auction rate determined pursuant to the auction procedures for the auction rate notes and (2) the amount of interest at the maximum auction rate which would have been applied if the auction student loan rate were not a component of the maximum auction rate over (b) the auction student loan rate. This carryover amount will be allocated to the applicable notes on succeeding quarterly distribution dates, and paid on the succeeding distribution date, to the holders of such class or classes of notes on the related record date, only to the extent that there are funds available for that purpose and other conditions are met. It is possible that such carryover amount may never be paid. Any carryover amount not paid at the time of redemption of an auction rate note will be extinguished.

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The Lack Of A Market for Auction Rate Securities Could Again In The Future Result In Prolonged Periods Of Failed Auctions And A Loss Of Liquidity	An economic downturn may cause the market for auction rate notes to cease to exist which may result in outstanding classes of auction rate notes experiencing a prolonged period of ongoing failed auctions.  In such event, holders of auction rate securities may be unable to sell their securities and may experience a potentially significant loss of market value.  Investors in auction rate notes need to be aware that they may be required to hold their notes without an ability to liquidate their investments unless they are willing to sell such auction rate notes at a loss and possibly a significant loss.
RISKS RELATED TO RESET RATE NOTES	(If reset rate notes are offered in the related prospectus supplement, the following risk factors will apply.)
If A Currency Swap Agreement Terminates, Additional Interest Will Not Be Paid	To the extent described in the prospectus supplement for your notes, a currency swap agreement supporting payment of reset rate notes denominated in a currency other than U.S. Dollars may provide for the payment to all reset rate noteholders of approximately two business days of interest at the applicable rate resulting from a required delay in the payment of reset date remarketing proceeds through Euroclear and Clearstream, Luxembourg. If a currency swap agreement is terminated, however, the issuing entity, in turn, will make payments in respect of those reset rate notes, but will not make payments for those additional days of interest resulting from the required delay in the payment of reset date remarketing proceeds through Euroclear and Clearstream, Luxembourg.

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Even If You Do Not Receive Timely Notices, You Will Be Deemed To Have Tendered Your Reset Rate Notes

Unless notice of the exercise of the call option described below has already been given, the administrator, not less than fifteen nor more than thirty calendar days prior to each remarketing terms determination date, will inform DTC, Euroclear and Clearstream, Luxembourg, as applicable, of the identity of the remarketing agents, whether (1) such class of notes will be subject to an automatic tender on the upcoming reset date unless a holder elects not to tender its reset rate notes by timely delivery of a hold notice, or (2) whether such class of notes is subject to mandatory tender by all of the holders regardless of a desire by any noteholders to retain their notes.  The administrator also will request that DTC, Euroclear and Clearstream, Luxembourg, as applicable, notify its participants of the contents of such notice given to DTC, Euroclear and Clearstream, Luxembourg, as applicable, inform them of the notices to be given on the remarketing terms determination date and the spread determination date and the procedures that must be followed if any beneficial owner of reset rate notes wishes to retain its notes or inform them of any procedures to be followed in connection with a mandatory tender of such notes.

Due to the procedures used by the clearing agencies and the financial intermediaries, however, holders of beneficial interests in any class of reset rate notes may not receive timely notifications of the reset terms for any reset date. Despite this potential delay in the distribution of such notices by the related clearing agencies, even though you may not receive a copy of the notice to be delivered on the related remarketing terms determination date, you will be deemed to have tendered your class unless the remarketing agents have received a hold notice, if applicable, from you on or prior to the related notice date.  See “Additional Information Regarding the Notes—The Reset Rate Notes—Timeline” in this prospectus for a chart describing the dates related to the entire remarketing process.

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If Investments In An Accumulation Account Do Not Perform As Anticipated, Your Notes May Be Downgraded Or You May Suffer A Loss	During any reset period when an accumulation account is being maintained for a class of reset rate notes, the administrator, on behalf of the issuing entity, will invest any funds on deposit in that accumulation account in eligible investments, as defined in the administration agreement. Eligible investments include among other things asset-backed notes and repurchase obligations under repurchase agreements entered into with respect to federally guaranteed student loans that are serviced by the servicer or an affiliate thereof, that satisfy the applicable minimum rating requirements set by the applicable rating agencies and that have an expected maturity date at least one business day before the next reset date for the related class of reset rate notes.
	There can be no assurance that these investments will not default or that they will always retain their initial ratings. Any downgrade in these investments would also likely reduce the market value of such investments. In this event, if the administrator were to have the issuing entity sell such investments prior to their maturity, whether to minimize potential future losses or for any other reason, or if the indenture trustee were to liquidate such investments following an event of default and an acceleration of your notes, you may suffer a loss. Furthermore, there is no certainty that these investments will pay interest and principal at the rates, at the times or in the full amounts owed. As a result, it is possible that, absent sufficient cash flow from the assets of the issuing entity, other than the accumulation account, to offset these losses, you could suffer a loss on your notes.
In The Event That Sums Are Deposited Into A Supplemental Interest Account Or An Investment Reserve Account, Principal Payments To Subordinated Noteholders May Be Delayed, Or Subordinated Noteholders May Suffer A Loss	On and after the date on which the senior notes have been paid in full, or on and after any earlier date described in the related prospectus supplement, your subordinated notes will be entitled to principal distributions. However, if amounts on deposit in an accumulation account for a class of reset rate notes bearing interest at a fixed rate become sufficiently large, it is possible that required deposits into the related supplemental interest account may result in a shortage of available funds, and principal would not be paid to you on that or succeeding distribution dates until there are sufficient available funds.
	In addition, amounts required to be deposited into a related investment reserve account will be funded on each applicable distribution date, to the level necessary to satisfy the rating agency condition, subject to a maximum amount, prior to any distributions of principal to the subordinated notes. If there are insufficient available funds following

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	any such deposit, principal payments to your subordinated notes may be delayed. In addition, if amounts withdrawn from the investment reserve account are insufficient to offset losses on eligible investments, and there are insufficient available funds to both replenish the related accumulation account and make payments of principal to the subordinated noteholders, you may suffer a loss.
If The Holder Of The Call Option On The Reset Rate Notes Exercises The Call Option, You May Not Be Able To Reinvest In A Comparable Note	Holdco will have, or may transfer to certain of its subsidiaries, the option to call, in full, any class of reset rate notes on each related reset date, even if you have delivered a hold notice. If this option is exercised, you will receive a payment of principal equal to the outstanding principal balance of your reset rate notes, less any amounts distributed to you by the issuing entity as a payment of principal on the related distribution date, plus all accrued and unpaid interest on such distribution date, but you may not be able to reinvest the proceeds you receive in a comparable security with an equivalent yield.
If A Failed Remarketing Is Declared, You Will Be Required To Rely On A Sale Through The Secondary Market If You Wish To Sell Your Reset Rate Notes	In connection with the remarketing of your class of reset rate notes, if a failed remarketing is declared, your reset rate notes will not be sold even if you attempted or were required to tender them for remarketing. In this event you will be required to rely on a sale through the secondary market, which may not then exist for your class of reset rate notes, independent of the remarketing process.
If A Failed Remarketing Is Declared, The Failed Remarketing Rate You Will Receive May Be Less Than The Then-Prevailing Market Rate Of Interest	If a failed remarketing is declared, your class of reset rate notes will become subject to the applicable failed remarketing rate. If your class is then denominated in U.S. Dollars, you will receive interest until the next reset date at the related failed remarketing rate of three-month LIBOR plus a related spread. If your class is then denominated in a non-U.S. Dollar currency, you will receive interest until the next reset date at the failed remarketing rate established on the related spread determination date, which will always be a

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floating rate of interest, or at the related initial failed remarketing rate established for your class of reset rate notes on the closing date, as described in the related prospectus supplement. The failed remarketing rate may differ significantly from the rate of interest you received during any previous reset period, which may have been at a fixed rate or based on an index different than three-month LIBOR or the applicable index established on the spread determination date, or on the related closing date, as applicable, with respect a class of reset rate notes. We cannot assure you that the failed remarketing rate will always be at least as high as the prevailing market rate of interest for similar notes and you may suffer a loss in yield.

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FORMATION OF THE ISSUING ENTITIES

The Issuing Entities

The depositor will establish a separate issuing entity, in the form of a Delaware statutory trust, for each series of notes.  We sometimes refer to an issuing entity as a “trust.”  Each trust will be formed under a trust agreement.  It will perform only the following activities:

· acquire, hold, sell and manage trust student loans, the other trust assets and related proceeds;

· enter into one or more swap agreements and/or interest rate cap agreements, from time to time;

· issue the notes;

· make payments on the notes; and

· engage in other incidental or related activities.

Other than issuing the notes or as otherwise specified in the related prospectus supplement for your notes, no trust will be permitted to borrow money or make loans to other persons.  Unless otherwise specified in a related prospectus supplement, the permitted activities of the trust may be amended only with the consent of a majority of the senior and subordinate noteholders, voting separately; however, the trust agreement may be modified without noteholder consent if an opinion of counsel is provided to the effect that such proposed revisions would not adversely affect in any material respect the interests of any noteholder.

Each trust will have only nominal initial capital. On behalf of each trust, the eligible lender trustee or trustee, as applicable, will use the proceeds from the sale of the related notes to purchase the trust student loans.

Following the purchase of the trust student loans, the assets of the trust will include:

· the trust student loans themselves, legal title to which will be held by either the trustee or the eligible lender trustee, as applicable, will hold;

· all funds collected on the trust student loans on or after the date specified in the related prospectus supplement, including any guarantor, surety or U.S. Department of Education payments;

· all moneys and investments on deposit in the collection account, any reserve account, any pre-funding account and any other trust account or any other form of credit enhancement (amounts on deposit in any account may be invested in eligible investments as permitted by the related indenture);

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· all applicable rights under each applicable swap agreement and/or interest rate cap agreement then in effect;

· rights under the related transfer and servicing agreements, including the right to require the sellers, the depositor or the servicer to repurchase trust student loans from it or to substitute student loans under some conditions;

· rights under the guarantee or surety agreements with guarantors or insurers; and

· if applicable, rights under any policy with an insurer.

Each trust and its assets (other than the trust student loans) will be administered by the administrator pursuant to the administration agreement.  The servicer will be responsible for the servicing and administration of the trust student loans pursuant to the servicing agreement.  See “Servicing and Administration” in this prospectus.

The trusts will not own any other assets.  The fiscal year of each trust will be a calendar year.

The notes will represent indebtedness of the related trust secured by its assets.  The excess distribution certificate will represent the beneficial ownership interest of the assets of the trust.  To facilitate servicing and to minimize administrative burden and expense, the servicer, directly or through subservicers, will retain possession of the promissory notes and other documents related to the student loans as custodian for the trust and the eligible lender trustee or trustee, as applicable.

The sections “The Transfer and Servicing Agreements,” “Servicing and Administration” and “Prospectus Summary—The Notes” in this prospectus contain descriptions of the material provisions of the transaction agreements.  The related prospectus supplement may also contain additional information regarding other material provisions of certain transaction agreements.

Eligible Lender Trustee or Trustee

If the trust student loans for your notes include education loans made under the FFELP, we will specify the eligible lender trustee for that trust in the prospectus supplement for your notes. Each eligible lender trustee for a trust will be the bank or trust company as specified in the related prospectus supplement. It will acquire legal title to all trust student loans made under the FFELP on behalf of that trust and will enter into a guarantee agreement with each of the guarantors of those loans. The eligible lender trustee must qualify as an eligible lender under the Higher Education Act and the guarantee agreements.

In the event that the trust student loans are not FFELP loans, in lieu of an eligible lender trustee, an owner trustee (referred to herein as the trustee) may be appointed.

We will also specify the Delaware trustee for the related trust in the prospectus supplement for your notes.  The Delaware trustee’s roles will be limited to those duties required under the Delaware Statutory Trust Act.  Unless otherwise provided in the related trust agreement, such roles

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are limited to fulfilling the provision of the Statutory Trust Act that a Delaware statutory trust shall at all times have at least one trustee, in the case of a natural person, who shall be a person who is a resident of Delaware or which, in all other cases, has its principal place of business in Delaware, and will accept service of process in Delaware on behalf of the trust.

The eligible lender trustee or trustee, as applicable, will act on behalf of the excess distribution certificateholders and represent their rights and interests in the exercise of their rights under the related trust agreement.  Except as specifically delegated to the administrator in the administration agreement, the eligible lender trustee or trustee, as applicable, will also execute and deliver all agreements required to be entered into on behalf of the related trust.

The liability of the trustee or eligible lender trustee, as applicable, in connection with the issuance and sale of any notes will consist solely of its express obligations in the trust agreement and sale agreement.  The trustee or eligible lender trustee, as applicable, will not be personally liable for any actions or omissions that were not the result of its own bad faith, fraud, willful misconduct or negligence.  The trustee or eligible lender trustee, as applicable, will be entitled to be indemnified by the administrator (at the direction of the depositor) for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the indenture and the other transaction agreements.

The related prospectus supplement will specify the trustee or eligible lender trustee, as applicable, for each series.  A trustee or eligible lender trustee, as applicable, may resign at any time. If it does, the administrator must appoint a successor. The administrator may also remove  a trustee or eligible lender trustee, as applicable, if such trustee or eligible lender trustee, as applicable, becomes insolvent or ceases to be eligible to continue as trustee. In that event, the administrator must appoint a successor. The resignation or removal of a trustee or eligible lender trustee, as applicable, and the appointment of a successor will become effective only when a successor accepts its appointment. To the extent expenses incurred in connection with the replacement of a trustee or eligible lender trustee, as applicable, are not paid by the applicable trustee or eligible lender trustee that is being replaced or by the applicable successor trustee, the depositor will be responsible for the payment of such expenses.

The related prospectus supplement will specify the principal office of each trust and trustee or eligible lender trustee, as applicable.

USE OF PROCEEDS

On the closing date specified in the related prospectus supplement, the eligible lender trustee or trustee, as applicable, on behalf of the trust, will purchase student loans from the depositor and make an initial deposit into the collection account, the reserve account, any capitalized interest account, any cash capitalization or cash collateral account, and any pre-funding account with the net proceeds of sale of the notes. The eligible lender trustee or trustee, as applicable, may also apply the net proceeds for other purposes to the extent described in the related prospectus supplement. We will use the money we receive for general corporate purposes, including purchasing the student loans and acquiring any credit or cash flow enhancement specified in the related prospectus supplement.

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With respect to reofferings of auction rate notes, all net proceeds will be paid to the selling securitiesholder to be used for general corporate purposes and for any other purposes to the extent described in the related prospectus supplement.

THE DEPOSITOR

SLM Funding LLC is the depositor. SLM Education Credit Finance Corporation, which together with its successors in interest we sometimes refer to as ECFC in this prospectus, is the sole member of SLM Funding LLC. It became the sole member of the depositor on June 29, 2004. Prior to that date, the Student Loan Marketing Association, which was liquidated on December 29, 2004, was the depositor’s sole member. The depositor was incorporated in Delaware as SLM Funding Corporation on July 25, 1995 and was converted to a limited liability company on December 31, 2002.

The depositor has only limited purposes, which include purchasing student loans from ECFC and other sellers, transferring the student loans to the trusts and other incidental and related activities. Its principal executive offices are at 2001 Edmund Halley Drive, Reston, Virginia 20191. Its telephone number is (703) 810-3000.

The depositor has taken steps intended to prevent any application for relief by ECFC, as sole member, under any insolvency law resulting in consolidation of the depositor’s assets and liabilities with those of ECFC.  These steps include its creation as a separate, limited-purpose subsidiary with its own limited liability company identity. The depositor’s operating agreement contains limitations including:

· restrictions on the nature of its business; and

· a restriction on its ability to commence a voluntary case or proceeding under any insolvency law without the unanimous affirmative vote of all of its directors.

Among other things, the depositor will maintain its separate limited liability company identity by:

· maintaining records and books of accounts separate from those of its sole member;

· refraining from commingling its assets with the assets of its sole member; and

· refraining from holding itself out as having agreed to pay, or being liable for, the debts of its sole member.

Each transaction agreement will also contain “non-petition” covenants to prevent the commencement of any bankruptcy or insolvency proceedings against the depositor and/or the issuing entity, as applicable, by any of the transaction parties or by the noteholders.

We have structured the transactions described in this prospectus to assure that the transfer of the student loans by its sole member or any other seller to the depositor constitutes a “true sale” of the student loans.  If the transfer constitutes a “true sale,” the student loans and related

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proceeds would not be property of the applicable seller should it become subject to any insolvency law.  Although each seller and the depositor will express its intent to treat the conveyance of the related trust student loans as a sale, each seller and the depositor will also grant to the trustee or eligible lender trustee, as applicable, on behalf of the trust, a security interest in the related trust student loans.  This security interest is intended to protect the interests of the noteholders if a bankruptcy court were to characterize the seller’s or the depositor’s transfer of the loans as a borrowing by such seller or the depositor secured by a pledge of the trust student loans.  In the event that a bankruptcy court did characterize the transaction as a borrowing by a seller or the depositor, that borrowing would be secured by the trust student loans in which such seller or the depositor granted a security interest to the trustee or eligible lender trustee, as applicable.  Each seller and the depositor has agreed to take those actions that are necessary to maintain the security interest granted to the trustee or eligible lender trustee, as applicable, as a first priority, perfected security interest in the trust student loans, including the filing of Uniform Commercial Code financing statements, if necessary.

Upon each issuance of notes, the depositor will receive the advice of counsel that, subject to various facts, assumptions and qualifications, the transfer of the student loans by the applicable seller to the depositor would be characterized as a “true sale” and the student loans and related proceeds would not be property of the applicable seller under the insolvency laws.

The depositor will also represent and warrant that each sale of trust student loans by the depositor to the trust is a valid sale of those loans. In addition, the depositor, the trustee or the eligible lender trustee, as applicable, and the trust will treat the conveyance of the trust student loans as a sale. The depositor, ECFC and each other seller will take all actions that are required so the trustee or eligible lender trustee, as applicable, will be treated as the legal owner of the trust student loans.

The depositor’s obligations after issuance of a series of notes include the sale of any trust student loans to the related trust to be purchased with amounts on deposit in any pre-funding account, supplemental purchase account and/or add-on consolidation loan account and delivery of certain related documents and instruments, repurchasing trust student loans in the event of certain breaches of representations or warranties made by the depositor, providing tax-related information to the trustee or eligible lender trustee, as applicable, and maintaining the trustee’s or eligible lender trustee’s first priority perfected security interest in the assets of the related trust.

The related prospectus supplement for a series may contain additional information concerning the depositor.

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THE AUCTION RATE NOTES DEPOSITOR

SLM Education Credit Funding LLC is the auction rate notes depositor.  The auction rate notes depositor was formed in Delaware on July 22, 2002 with a single member.  It has only limited purposes, which include the facilitation of securitization transactions sponsored by affiliates of Holdco.  ECFC, is the sole member of the auction rate notes depositor.  Its principal executive offices are at 2001 Edmund Halley Drive, Reston, Virginia 20191. Its telephone number is (703) 810-3000.

The depositor has taken steps intended to prevent any application for relief by ECFC, as sole member, under any insolvency law resulting in consolidation of the auction rate notes depositor’s assets and liabilities with those of ECFC.  These steps included its creation as a separate, limited-purpose subsidiary with its own limited liability company identity. The depositor’s operating agreement contains limitations including:

· restrictions on the nature of its business; and

· a restriction on its ability to commence a voluntary case or proceeding under any insolvency law without the unanimous affirmative vote of all of its directors.

Among other things, the auction rate notes depositor will maintain its separate limited liability company identity by:

· maintaining records and books of accounts separate from those of its sole member;

· refraining from commingling its assets with the assets of its sole member; and

· refraining from holding itself out as having agreed to pay, or being liable for, the debts of its sole member.

Each transaction agreement also contains “non-petition” covenants to prevent the commencement of any bankruptcy or insolvency proceedings against the auction rate notes depositor and/or the related issuing entity, as applicable, by any of the transaction parties or by the noteholders, including holders of the related auction rate notes.

The auction rate notes depositor is an affiliate of the depositor.  The auction rate notes depositor will be the depositor solely with respect to certain reofferings of previously registered auction rate notes where the auction rate notes depositor was originally the related trust’s depositor for the applicable series of notes and SLM Funding LLC is the selling securitiesholder of the class or classes of auction rate notes being reoffered.

THE SPONSOR, SERVICER AND ADMINISTRATOR

Sallie Mae, Inc. acts as the sponsor of Holdco’s student loan securitization program. Sallie Mae, Inc., which together with its successors in interest we sometimes refer to as SMI in this prospectus, is a wholly owned subsidiary of Holdco and acts as the principal management company

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for most of Holdco’s business activities. SMI’s servicing division, Sallie Mae Servicing, manages and operates the loan servicing functions for Holdco and its affiliates. SMI acts as administrator for each trust sponsored by the depositor and its affiliates. We sometimes refer to Sallie Mae Servicing as Servicing Division in this prospectus. As administrator, SMI may delegate or subcontract its duties as administrator, but no delegation or subcontract will relieve SMI of its liability under the administration agreement. Effective as of December 31, 2003, SMI merged with Sallie Mae Servicing L.P. SMI was the surviving entity and succeeded to all of the rights and obligations of Sallie Mae Servicing L.P. SMI is a Delaware corporation and its principal executive offices are at 2001 Edmund Halley Drive, Reston, Virginia 20191. Its telephone number is (703) 810-3000.

SMI is an affiliate of the depositor and each seller.

Servicing Division services the vast majority of student loans owned by Holdco and its affiliates. Its loan servicing centers are located in Florida, Indiana, Nevada, Pennsylvania and Texas. As servicer, SMI may delegate or subcontract its duties as servicer, but no delegation or subcontract will relieve SMI of its liability under the servicing agreement.

Servicing Division has serviced student loans for over 20 years.  SMI itself, and as the assignee of the Student Loan Marketing Association (sometimes referred to as SLMA), sponsored its first student loan securitization in 1995, called Sallie Mae Student Loan Trust 1995-1.

As of December 31, 2012, SMI and/or SLMA have sponsored approximately 134 student loan securitizations involving approximately 106 FFELP student loan transactions and approximately 28 private education loan transactions. These sponsored trusts have issued, in both public offerings and private placements, an aggregate principal amount of notes greater than approximately $261 billion.

SMI owns no loans. As the sponsor and administrator of the company’s student loan securitization program, SMI selects portfolios of loans from loans owned by its affiliates for sale to the trust. SMI is also chiefly responsible for structuring each transaction.

Holdco is also the largest holder, servicer and collector of loans made under the discontinued FFELP.  Holdco and its subsidiaries serve, as of December 31, 2012, approximately 25 million customers through Holdco’s and its subsidiaries’ ownership and management of approximately $162.5 billion of student loans, of which approximately $125.6 billion, or approximately 77%, are federally insured. SMI is also the nation’s largest servicer of student loans, managing or servicing a portfolio of approximately $257 billion, as of December 31, 2012.

In addition to federal loan programs, which have statutory limits on annual and total borrowing, SMI and its affiliates sponsor a variety of private education loan programs and purchase loans made under such programs to bridge the gap between the cost of education and a student’s resources.  Holdco and its subsidiaries originate such private education loans which are not federally guaranteed.  Most of these higher education private education loans were made in conjunction with a FFELP Stafford loan, in which case they were marketed to schools through the same marketing channels as FFELP loans by the same sales force.  In 2004, SMI expanded its direct-to-consumer loan marketing channel with its Tuition Answer(SM) loan program where SMI’s affiliates originate and purchase loans outside of the traditional financial aid process.  SMI’s affiliates also

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originate and purchase alternative private education loans, which are marketed by a subsidiary of Holdco to technical and trade schools, tutorial and learning centers, and private kindergarten through secondary education schools.  These loans are primarily made at schools not eligible for Title IV loans.  In 2006, SMI began to sponsor a private credit consolidation loan program under which certain SMI affiliates and their lender partners make new loans available to borrowers to combine two or more existing loans into a single loan.  In 2005, SMI announced the formation of Sallie Mae Bank as a Utah industrial loan corporation.  Beginning in 2006, Sallie Mae Bank began to originate private education and direct-to-consumer loans.

The related prospectus supplement for a series may contain additional information concerning the sponsor, the servicer or the administrator.

THE SELLERS

SLM Education Credit Finance Corporation.  SLM Education Credit Finance Corporation, formerly known as NM Education Loan Corporation and subsequently as SLM Education Credit Management Corporation, is a wholly-owned subsidiary of Holdco. We sometimes refer to SLM Education Credit Finance Corporation, together with its successors in interest, as ECFC.  ECFC was formed on July 27, 1999. It changed its name to SLM Education Credit Finance Corporation on November 19, 2003. ECFC purchases Stafford Loans, SLS Loans and PLUS Loans originated by its affiliates under the FFELP loan program described in “Appendix A—Federal Family Education Loan Program” to this prospectus. It also has purchased loans made by these affiliates that are not originated under the FFELP loan program, such as Health Education Assistance Program loans, which the United States Department of Health and Human Services insures directly and loans which are not reinsured by the federal government.

SLM Education Loan Corp.  SLM Education Loan Corp. is a wholly-owned subsidiary of SLM Corporation. We sometimes refer to SLM Education Loan Corp. as ELC. ELC was incorporated in Delaware on April 29, 1998. ELC originated Stafford Loans, SLS Loans and PLUS Loans under the FFELP loan program described in “Appendix A—Federal Family Education Loan Program” to this prospectus.  It also originated consolidation loans.  In addition, ELC holds a portfolio of Stafford Loans, SLS Loans, PLUS Loans and consolidation loans which it was assigned or received as a part of a capital contribution from Holdco.

The Other Sellers.  If your notes will be secured by student loans being sold to the depositor by an entity other than the sellers described above, which will be an affiliate of the depositor, the related prospectus supplement for your notes will provide you details about that other seller.

Third-Party Originators. With respect to FFELP loans, the identity of the actual originator of any particular student loan is not material, as the requisite underwriting criteria are in all cases prescribed by provisions of the Higher Education Act.  In addition, to the extent FFELP loans are purchased in secondary market transactions the identities of the related originators are often not available.

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To the extent private education loans are originated by entities not affiliated with Holdco (and subsequently purchased by one of the sellers), such private education loans have been generally underwritten to the criteria specified by the programs of SMI and its affiliates as set forth below under “The Companies’ Student Loan Financing Business.”  To the extent trust student loans in a pool are originated by a third-party originator and are not underwritten to the SMI student loan criteria set forth below, if the amount of such trust student loans is 10% or more of the pool, the related prospectus supplement will identify such third-party originator and if the amount of such trust student loans is 20% or more of the pool, the related prospectus supplement will also identify the originator’s form of organization and, to the extent material, describe such third-party originator’s student loan origination experience and underwriting standards.

The prospectus supplement for a series may also contain additional information concerning the sellers and/or third-party originators.

THE STUDENT LOAN POOLS

The depositor will purchase the trust student loans from ECFC and other sellers described in the related prospectus supplement for your notes out of the portfolio of student loans held by that seller.  Each pool of trust student loans owned by any issuing entity may contain only FFELP loans, only private education loans or a combination of FFELP loans and private education loans, as will be specified in the related prospectus supplement.

The trust student loans must meet several criteria, including:

for each loan made under the FFELP:

· The principal and interest of each loan is guaranteed by a guarantor and is reinsured by the U.S. Department of Education under the FFELP.

· Each loan was originated in the United States, its territories or its possessions in accordance with the FFELP.

· Each loan contains terms required by the FFELP and the applicable guarantee agreements.

· Each loan provides for periodic payments that will fully amortize the amount financed over its term to maturity, exclusive of any deferment or forbearance periods.

· Each loan satisfies any other criteria described in the related prospectus supplement.

for each private education loan:

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· The principal and interest of the loan may be guaranteed or insured by a guarantor or insurer identified in the related prospectus supplement.

· Each loan was originated in the United States, its territories or its possessions in accordance with the rules of the specific loan program.

· Each loan contains terms required by the program and the applicable guarantee agreements.

· Each loan provides for periodic payments that will fully amortize the amount financed over its term to maturity, exclusive of any deferment or forbearance periods.

· Each loan satisfies any other criteria described in the related prospectus supplement.

The prospectus supplement for each series will provide information about the student loans in the related trust that will include:

· the composition of the pool;

· the distribution of the pool by loan type, payment status, interest rate basis and remaining term to maturity;

· the borrowers’ states of residence; and

· the percentages of the student loans guaranteed by the applicable guarantors.

FFELP Delinquencies, Defaults, Claims and Net Losses

Information about delinquencies, defaults, guarantee claims and net losses on FFELP loans is available in the U.S. Department of Education’s Loan Programs Data Books, called DOE Data Books. The delinquency, default, claim and net loss experience on any pool of FFELP trust student loans may not be comparable to this information.

Static Pool Data

Static pool data with respect to the delinquency, cumulative loss and prepayment data for the trusts formed by the depositor, or any other affiliated person specified in the related prospectus supplement, may be made available through the filing of a report on Form 8-K with the Securities and Exchange Commission(unless then applicable rules and regulations permit such information to posted to a website in lieu of filing).  The prospectus supplement related to each series for which the static pool data is provided will contain the date such related report on Form 8-K is filed and the applicable CIK number for investors to access this information.  Except as stated below, the static pool data provided in this manner will be deemed part of this prospectus and the registration statement of which this prospectus is a part from the date of the related prospectus

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supplement.  In the alternative, static pool data may also be provided in the related prospectus supplement or may be provided in the form of a CD-ROM accompanying the related prospectus supplement (so long as the contents of such CD-ROM are also filed with the Securities and Exchange Commission).  Each related prospectus supplement will specify how the related static pool data will be provided.

Notwithstanding the foregoing, the following information will not be deemed part of the prospectus or the registration statement of which this prospectus is a part:

•           information regarding prior securitized pools of student loans sold to trusts that were formed by the depositor before January 1, 2006; and

•           with respect to information regarding the pool of student loans described in the related prospectus supplement, information about such pool for periods before January 1, 2006.

Copies of information related to any periods prior to January 1, 2006 may also be obtained upon written request.

Prepayments and Yield

Prepayments on student loans can be measured relative to a prepayment standard or model.  The prospectus supplement for a series of notes will describe the prepayment standard or model, if any, used and may contain tables setting forth the projected weighted average life of each class of notes of that series based on the assumptions stated in the prospectus supplement (including assumptions that prepayments on the student loans included in the related trust are made at rates corresponding to various percentages of the prepayment standard or model specified in that prospectus supplement).

We cannot give any assurance that the prepayment of the trust student loans included in the related trust will conform to any level of any prepayment standard or model specified in the related prospectus supplement.  The rate of principal prepayments on pools of student loans is influenced by a variety of economic, demographic, geographic, legal, tax, social and other factors.

The yield to an investor who purchases notes in the secondary market at a price other than par will vary from the anticipated yield if the rate of prepayment on the student loans is actually different than the rate anticipated by the investor at the time the notes were purchased.

The prospectus supplement relating to a series of notes will discuss in greater detail the effect of the rate and timing of principal payments (including prepayments), delinquencies and losses on the yield, weighted average lives and expected maturities of the notes.

Payment of Notes

Upon the payment in full of all outstanding notes of a given series, the eligible lender trustee or trustee, as applicable, will succeed to all the rights of the indenture trustee, on behalf of the holder of the excess distribution certificate.

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Termination

For each trust, the obligations of the servicer, the depositor, the administrator, the trustee or eligible lender trustee, as applicable, and the indenture trustee under the transfer and servicing agreements will terminate upon:

· the maturity or other liquidation of the last trust student loan and the disposition of any amount received upon liquidation of any remaining trust student loan, and

· the payment to the noteholders of all amounts required to be paid to them.

The servicer or another entity specified in the related prospectus supplement, at its option, may repurchase or arrange for the purchase of all remaining trust student loans as of the end of any collection period if the outstanding pool balance is 10% or less of the initial pool balance, as defined in the related prospectus supplement, together with the aggregate initial principal balances of all trust student loans acquired during any applicable pre-funding period, plus accrued interest to be capitalized as of the applicable cut-off dates. The purchase price will equal the aggregate purchase amounts for the loans as of the end of that collection period. It will not be less than the minimum purchase amount specified in the related prospectus supplement. These amounts will be used to retire the related notes. Upon termination of a trust, any remaining assets of that trust, after giving effect to final distributions to the noteholders, will be transferred to the reserve account and paid as provided in the related prospectus supplement.

If the servicer or another entity fails to exercise their optional purchase right as described above, the indenture trustee will try to auction any trust student loans remaining in the related trust at the end of the collection period preceding the trust auction date specified in the related prospectus supplement. ECFC, any other seller, their affiliates and unrelated third parties may make bids to purchase these trust student loans on the trust auction date; however, ECFC, any other seller or their affiliates may offer bids only if the pool balance at that date is 10% or less of the initial pool balance together with the aggregate initial principal balances of all trust student loans acquired during any applicable pre-funding period plus accrued interest to be capitalized as of the applicable cutoff dates.

THE COMPANIES’ STUDENT LOAN FINANCING BUSINESS

Holdco operates its student loan financing business through several subsidiaries, including Sallie Mae Bank, ECFC and ELC. We sometimes refer to Holdco and its family of subsidiaries as the Companies (or individually as a Company if the context requires). These companies make or have made and/or purchase or have purchased loans insured under several private education loan programs, such as Health Education Assistance Program loans, which the United States Department of Health and Human Services insures directly, and other private education loan programs which are not reinsured by the federal government.  These companies also originate and/or purchase student loans insured under various federally sponsored programs. These companies purchase Stafford Loans, SLS Loans and PLUS Loans originated under the FFELP, all of which are insured by guarantors and reinsured by the U.S. Department of Education. They also originate and purchase consolidation loans.

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They purchase insured loans from various sources including:

· commercial banks, thrift institutions and credit unions;

· pension funds and insurance companies;

· educational institutions; and

· various state and private nonprofit loan originating and secondary market agencies.

These purchases occur at various times including:

· shortly after loan origination;

· while the borrowers are still in school;

· just before the loan’s conversion to repayment after borrowers graduate or otherwise leave school; or

· while the loans are in repayment.

In addition to buying loans on a spot basis, these companies enter into commitment contracts to purchase loans over a specified period of time. Many lenders using the secondary market for student loans hold loans while borrowers are in school and sell loans shortly before their conversion to repayment status, when servicing costs and risks increase significantly. Holdco, through ECFC, ELC or another subsidiary, offers these lenders commitment contracts under which they have the right or the obligation to sell a specified amount of loans over a specified term, usually two to three years.

In conjunction with commitment contracts, the purchaser directly or indirectly through the servicer, frequently provides the selling institution with operational support in the form of either:

· its automated loan administration system called PortSS® for the lender to use prior to loan sale; or

· its loan origination and interim servicing system called ExportSS®.

Both PortSS and ExportSS provide the applicable Company entity and the lender with the assurance that the loans will be administered by the servicer’s computerized servicing systems.

FFELP Loans.  As described herein and in the related prospectus supplement, substantially all payments of principal and interest with respect to loans originated through the FFELP will be guaranteed against default, death, bankruptcy or disability of the applicable borrower, and a

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closing of or a false certification by such borrower’s school, by certain federal guarantors pursuant to a guarantee agreement to be entered into between such federal guarantors specified in the related prospectus supplement (each a “Federal Guarantor” and collectively, the “Federal Guarantors”) and the applicable eligible lender trustee (such agreements, each as amended or supplemented from time to time, the “Federal Guarantee Agreements”). See “Appendix A—Federal Family Education Loan Program” in this prospectus.

Private Education Loans.  In addition to the FFELP loans originated under the Higher Education Act, the sellers and other affiliates of Holdco have developed student loan programs that are not federally guaranteed for undergraduate students and/or their parents (“Private Undergraduate Loans”), graduate students (“Private Graduate Loans”), private credit consolidation programs (“Private Consolidation Loans”), programs marketed directly to consumers (“Direct-to-Consumer Loans”), programs for students and/or their parents at technical and trade schools, tutorial and learning centers, and private kindergarten through secondary education schools (“Career Training Loans”) and programs that provide private supplemental funding for certificate-seeking, continuing education, undergraduate and graduate students at eligible degree-granting institutions or non-degree granting institutions (“Smart Option Student Loans”), which can be used by borrowers to supplement their FFELP loans in situations where the FFELP loans do not cover the cost of education or to cover education at non-Title IV institutions and programs for undergraduate, graduate and health professional students (“EFG Loans”), that provide borrowers with private supplemental funding. We sometimes refer to all such loans as private education loans in this prospectus.  Private Undergraduate Loans and some Private Graduate Loans (“Undergraduate and Graduate Loans”) are marketed as Signature Select Loans®, College Advantage Loan and Signature Student Loans® (collectively, the “Signature Student Loans®”), EXCEL®, Student EXCEL®, EXCEL Select, EXCEL Custom®, EXCEL Education Loan(SM), EXCEL Grad Loan(SM), EXCEL Preferred®, GRADEXCEL®, GradEXCEL Preferred and GradEXCEL Custom (collectively, the “EXCEL Loans”) and Smart Option Student Loans.  Private Graduate Loans made to law students (“Law Loans”) are marketed as LawEXCEL, LawEXCEL Preferred, LawEXCEL Custom, B&B EXCEL Custom and EXCEL Grad Extension Loan(SM) (collectively, the “LawEXCEL Loans”) and LAWLOANS (consisting of LAWLOANS®,  LAWLOAN Private Loans(SM) and LAWLOAN Bar Study Loans). Private Graduate Loans made to medical students (“Medical Loans”) are marketed as MD EXCEL, Med EXCEL Preferred, Med EXCEL Custom, Med EXCEL, R&R EXCEL, R&R EXCEL Preferred, R&R EXCEL Custom and EXCEL Grad Extension Loan R&R (collectively, the “MD EXCEL Loans”) and MEDLOANS (consisting of MEDLOANS®, MEDLOAN Alternative Loan Program (ALP) loans and MEDEX Loan Program loans).  Private Graduate Loans made to dental students (“Dental Loans”) are marketed as Dental EXCEL Preferred and Dental EXCEL Custom (together, the “Dental EXCEL Loans”) and DENTALoans (consisting of DENTALoans Private Loans, DENTALoans Advanced Study Private Loans and the DENTALoans Residency, Relocation and Licensure Exam Loans).  Private Graduate Loans made to business school graduate students (“MBA Loans”) are marketed as MBA EXCEL, MBA EXCEL Preferred and MBA EXCEL Custom (collectively, the “MBA EXCEL Loans”) and MBA Loans®. Private Consolidation Loans are marketed as Private Consolidation Loans.  Direct-to-Consumer Loans are marketed as Tuition Answer(SM) , Tuition Answer II and Tuition Answer for Employees First (collectively, “Tuition Answer Loans”).  Career Training Loans are marketed as Career Training Loans, K-12 Loans and Tutorial Loans (collectively, “Career Training Loans”).  EFG Loans are marketed as Platinum Alternative Loans, EFG Select Alternative Loans, EFG Select International Medical Schools Loans and EFG Medical Extra Loans.  The Undergraduate

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and Graduate Loans, Medical Loans, Law Loans, MBA Loans, Private Consolidation Loans, Direct-to-Consumer Loans, Career Training Loans and EFG Loans are sometimes referred to collectively as the “Private Education Loans.” The holders of Private Education Loans are not entitled to receive any federal assistance with respect thereto.

In addition, a law student may be eligible for a bar examination loan to finance the costs of preparing for and taking one or more state bar examinations if such student has applied for the loan within a limited period before or after graduation. A medical or dental student may be eligible for a residency loan to finance the cost of participating in one or more medical or dental residency programs if such student has applied for the loan within a limited period before or after graduation.

The Companies’ Private Education Loans are originated and serviced by SMI and funded by Sallie Mae Bank or another lender partner.  These loans are typically purchased by ECFC.

Some of the types of Private Education Loans which may be originated, serviced and purchased by the Companies include:

· Undergraduate and Graduate Loans.  The Companies acquire Signature Student Loans and EXCEL Loans funded by several commercial banks in the United States.  Sallie Mae Bank also funds Signature Student Loans.  Signature Student Loans and EXCEL Loans provide undergraduate and graduate students (other than law, medical, dental or business school students) supplemental financing to help fund the cost of attending an undergraduate or graduate institution. Signature Student Loans and EXCEL Loans are serviced on behalf of the seller by the servicer or a subservicer identified in the prospectus supplement for your notes. They are not guaranteed by any federal guarantor, or by any governmental agency or by any private guarantor.  Signature Student Loans and EXCEL Loans may not be made to a single borrower in excess of the annual and aggregate limits imposed by the applicable loan program and may only be made to eligible students who qualify pursuant to credit underwriting standards established by the funding lender and SMI.

· Law Loans.  The Companies acquire LAWLOANS and LawEXCEL Loans funded by several commercial banks in the United States.  Sallie Mae Bank also funds LAWLOANS.  LAWLOANS and LawEXCEL Loans provide law students additional educational financing to help pay for the costs of attending law school and to finance the costs of taking one or more state bar examinations upon graduation from law school. LAWLOANS and LawEXCEL Loans are serviced on behalf of the seller by the servicer.  They are not guaranteed by any federal guarantor, or by any other governmental agency or by any private guarantor.  LAWLOANS and LawEXCEL Loans may not be made to a single borrower in excess of the annual and aggregate limits imposed by the applicable loan program and may only be made to eligible students who qualify pursuant to credit underwriting standards established by the funding lender and SMI.

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· Medical Loans.  The Companies acquire MEDLOANS and MD EXCEL Loans funded by several commercial banks in the United States.  Sallie Mae Bank also funds MEDLOANS.  MEDLOANS and MD EXCEL Loans provide medical students additional educational financing to help pay for the costs of attending medical school. A medical student may also receive a residency loan to finance the cost of participating in one or more medical residency programs if such student has applied for the loan within a limited period or after graduation. MEDLOANS and MD EXCEL Loans are serviced on behalf of the seller by the servicer. They are not guaranteed by any federal guarantor, or by any governmental agency or by any private guarantor. MEDLOANS and MD EXCEL Loans may not be made to a single borrower in excess of the annual and aggregate limits imposed by the applicable loan program and may only be made to eligible students who qualify pursuant to credit underwriting standards established by the funding lender and SMI.

· Dental Loans.  The Companies acquire DENTALoans and Dental EXCEL Loans funded by several commercial banks in the United States.  Sallie Mae Bank also funds DENTALoans.  DENTALoans and Dental EXCEL Loans provide dental students additional educational financing to help pay for the costs of attending dental school.  A dental student may also receive a residency, relocation and licensure exam loan to finance the cost of participating in one or more dental residency programs if such student has applied for the loan within a limited period or after graduation.  DENTALoans and Dental EXCEL Loans are serviced on behalf of the seller by the servicer.  They are not guaranteed by any federal guarantor, or by any governmental agency or by any private guarantor.  DENTALoans and Dental EXCEL Loans may not be made to a single borrower in excess of the annual and aggregate limits imposed by the applicable loan program and may only be made to eligible students who qualify pursuant to credit underwriting standards established by the funding lender and SMI.

· MBA Loans.  The seller acquires MBA Loans and MBA EXCEL Loans funded by several commercial banks in the United States.  Sallie Mae Bank also funds MBA Loans.  MBA Loans and MBA EXCEL Loans provide business school students additional educational financing to help pay for the costs of attending graduate school. MBA Loans and MBA EXCEL Loans are serviced on behalf of the seller by the servicer. They are not guaranteed by any federal guarantor, or by any other governmental agency or by any private guarantor. MBA Loans and MBA EXCEL Loans may not be made to a single borrower in excess of the annual and aggregate limits imposed by the applicable loan program and may only be made to eligible students who qualify pursuant to credit underwriting standards established by the funding lender and SMI.

· Direct-to-Consumer Loans.  Sallie Mae Bank funds Direct-to-Consumer Loans.  Direct-to-Consumer Loans provide undergraduate and graduate students or other creditworthy individuals borrowing on behalf of students (other than law, medical, dental or business school students) supplemental financing to help fund the cost of attending an undergraduate or graduate institution.  Direct-to-Consumer Loans are serviced on behalf of the seller by the servicer or a subservicer identified in the prospectus supplement for your notes. They are not guaranteed by any federal guarantor, or by any governmental agency or by any private guarantor.  Direct-to-Consumer Loans may not be made to a single borrower in excess of the annual and aggregate limits imposed by the applicable loan program and may only be made to eligible students or other creditworthy individuals borrowing on behalf of students who qualify pursuant to credit underwriting standards established by Sallie Mae Bank.

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· Private Consolidation Loans.  Sallie Mae Bank funds Private Consolidation Loans.  Private Consolidation Loans allow eligible borrowers to combine several existing private education loans into one new loan. Private Consolidation Loans are serviced on behalf of the seller by the servicer or a subservicer identified in the prospectus supplement for your notes. They are not guaranteed by any federal guarantor, or by any governmental agency or by any private guarantor.  Private Consolidation Loans may not be made to a single borrower in excess of the annual and aggregate limits imposed by the applicable loan program and may only be made to eligible borrowers who qualify pursuant to credit underwriting standards established by Sallie Mae Bank.

· Career Training Loans.  The seller acquires Career Training Loans funded by several commercial banks in the United States.  Sallie Mae Bank also funds Career Training Loans.  Career Training Loans provide eligible borrowers financing at technical and trade schools, tutorial and learning centers, and private kindergarten through secondary education schools.  Career Training Loans are serviced on behalf of the seller by the servicer or a subservicer identified in the prospectus supplement for your notes.  They are not guaranteed by any federal guarantor, or by any governmental agency or by any private guarantor.  Career Training Loans may not be made to a single borrower in excess of the annual and aggregate limits imposed by the applicable loan program and may only be made to eligible students or other creditworthy individuals borrowing on behalf of students who qualify pursuant to credit underwriting standards established by Sallie Mae Bank.

· EFG Loans.  Company entities acquired the EFG Loans, which were funded by commercial banks in the United States.  EFG Loans provide private supplemental funding for undergraduate, graduate and health professional students.  EFG Loans are serviced on behalf of the seller by the servicer or a subservicer identified in the prospectus supplement for your notes.  They are not guaranteed by any federal guarantor, or by any governmental agency, but they may be guaranteed by a private insurer.  However, no issuing entity or noteholder will have any benefit of any such insurance party.  EFG Loans may not be made to a single borrower in excess of the annual and aggregate limits imposed by the applicable loan program and may only be made to eligible students or other creditworthy individuals borrowing on behalf of students who qualify pursuant to credit underwriting standards of the related originator.

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· Smart Option Student Loans.  Sallie Mae Bank funds Smart Option Student Loans.  Smart Option Student Loans provide private supplemental funding for certificate-seeking, continuing education, undergraduate and graduate students at eligible degree-granting institutions and for students enrolled in non-degree granting institutions, such as technical training, trade and vocational schools and on-line courses.  Smart Option Student Loans are serviced on behalf of the seller by the servicer or a subservicer identified in the prospectus supplement for your notes.  They are not guaranteed by any federal guarantor, or by any governmental agency or by any private guarantor.  Smart Option Student Loans may not be made to a single borrower in excess of the annual and aggregate limits imposed by the applicable loan program and may only be made to eligible students who qualify pursuant to credit underwriting standards established by Sallie Mae Bank.

· Other Private Education Loan Programs.  From time to time the seller may acquire Private Education Loans originated under other loan programs. If the trust for your notes were to purchase any of those loans, the prospectus supplement for your notes would describe the loans and the loan program.

Each trust may have a different combination of FFELP loans and private education loans or may consist entirely of one type or the other. The prospectus supplement for your notes will identify the specific types of trust student loans related to your notes and will provide more specific details of the loan program involved. We have included program descriptions for the Undergraduate and Graduate Loan Program, Law Loan Programs, MBA Loan Programs, Medical Loan Programs, Dental Loan Programs, Direct-to-Consumer Loan Programs, Private Consolidation Loan Program, Career Training Loan Program, EFG Loan Programs and Smart Option Student Loan Program, as described in “Appendix B,” “Appendix C,” “Appendix D,” “Appendix E,” “Appendix F,” “Appendix G,” “Appendix H,” “Appendix I,” “Appendix J” and “Appendix K”respectively, each of which is a part of this prospectus. The program rules and servicing criteria for these private education loans may be modified from time to time. Any other private education loan programs for loans to be purchased by a trust will be described in a similar manner in the related prospectus supplement.

Underwriting of Private Education Loans

· Signature Student Loans, LAWLOANS, MEDLOANS, DENTALoans and MBA Loans.  Prior to 1998, judgmental criteria were applied and considered elements of a borrower’s credit history such as: number of late payments, record of bankruptcies, foreclosures, garnishments, judgments, unpaid liens, educational loan defaults, etc. Beginning in May 1998, FICO scoring was employed.  Freshmen borrowers have additional requirements to qualify on their own for one of these loans.  They must have forty-eight (48) months of credit history and two active trade lines in the previous two months.  Any applicant who does not meet underwriting or eligibility requirements must obtain a creditworthy cosigner to obtain a loan.  However, there are certain denial reasons for a borrower that will not allow that borrower to obtain a loan even with a creditworthy cosigner and the MEDLOANS program does not allow cosigners.

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· EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, MD EXCEL Loans, Dental EXCEL Loans, MEDLOANS, Private Consolidation Loans and Direct-to-Consumer Loans. Since inception, judgmental criteria have been applied and considered elements of a borrower’s and cosigner’s credit history such as: number of late payments, record of bankruptcies, foreclosures, garnishments, judgments, unpaid liens, educational loan defaults, etc.  Student EXCEL® and the EXCEL Graduate loans (consisting of the LawEXCEL, MBA EXCEL, Dental EXCEL and MD EXCEL loans) allow for multiple cosigners.  In addition, the EXCEL Loan and the Private Consolidation Loan underwriting involve a debt-to-income test.

· Career Training Loans.  Since inception, judgmental criteria have been applied and considered elements of a borrower’s and cosigner’s credit history such as: record of bankruptcies, foreclosures, educational loan defaults, unpaid tax liens or charge-offs. Currently, FICO scoring and, in certain circumstances, income verification are employed.  In addition, underwriting for Career Training Loans involves a debt-to-income test.

· EFG Loans.  Since inception, judgmental criteria were applied and considered elements of a borrower’s and cosigner’s credit history such as: record of bankruptcies, foreclosures, educational loan defaults, unpaid tax liens or charge-offs.

· Smart Option Student Loans.  Since inception, judgmental criteria were applied and considered elements of a borrower’s and cosigner’s credit history such as: record of bankruptcies, foreclosures, educational loan defaults, unpaid tax liens or charge-offs. In addition, the Companies use automated underwriting/approval strategies which include, but are not limited to, FICO scoring and internally developed and validated scorecards based on analysis of the Companies’ historical account performance, application and credit bureau data.

Servicing

Private Education Loan Servicing.  Sallie Mae Private Education Loan Program loans are serviced on the Companies’ computerized servicing systems in accordance with the terms of the promissory notes for the serviced loans.

FFELP Student Loan Servicing.  Prior to purchase of a loan by the applicable Company entity, the servicer or a third party servicing agent surveys appropriate loan documents for compliance with U.S. Department of Education and guarantor requirements. Once acquired, loans are serviced through the servicer or third-party servicers, in each case under contractual agreements with a Company entity.

The U.S. Department of Education and the various guarantors prescribe rules and regulations which govern the servicing of federally insured loans. These rules and regulations include specific procedures for contacting delinquent borrowers, locating borrowers who can no longer be contacted at their documented address or telephone number, and filing claims for reimbursement on loans in default. Payments under a guarantor’s guarantee agreement require strict adherence to these stated due diligence and collection procedures.

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Regulations require that collection efforts commence within ten days of any delinquency and continue for the period of delinquency until the loan is deemed to be in default status. During the delinquency period, the holder of the loan must diligently attempt to contact the borrower, in writing and by telephone, at specified intervals. Most FFELP loans are considered to be in default when they become 270 days delinquent.

A guarantor may reject any claim for payment under a guarantee agreement if the specified due diligence and collection procedures required by that guarantee agreement have not been strictly followed and documented or if the claim is not timely filed. Minor errors in due diligence may result in the imposition of interest penalties, rather than a complete loss of the guarantee. In instances in which a claim for payment under a guarantee agreement is denied due to servicing or claim-filing errors, the guaranteed status of the affected student loans may be reinstated by following specified procedures, called “curing the defect”. Interest penalties are commonly incurred on loans that are cured. The servicer’s recent experience has been that the significant majority of all rejected claims are cured within two years, either internally or through collection agencies.

The servicer’s internal procedures support compliance with existing U.S. Department of Education and guarantor regulations and reporting requirements, and provide high quality service to borrowers. It utilizes computerized servicing systems. These systems monitor all student loans serviced by its loan servicing centers. The computerized servicing systems identify loans which require due diligence or other servicing procedures and disseminate the necessary loan information to initiate the servicing or collection process. The computerized servicing systems enable the servicer to service a high volume of loans in a manner consistent with industry requirements. Holdco and its subsidiaries, including the sellers to the depositor, also require their third-party servicers to maintain operating procedures which comply with applicable U.S. Department of Education and guarantor regulations and reporting requirements, and periodically reviews certain operations for compliance.

In addition, Company affiliates offer some borrowers loan repayment terms that do not provide for level payments over the repayment term of the loan. For example, under ECFC’s graduated repayment program, some student loans provide for an “interest only” period. During this period, the borrower is required to make payment of accrued interest only. No payment of the principal of the loan is required. At the conclusion of the interest only period, the loan must be amortized through level payments over the remaining term of the loan.

In other cases, Company affiliates offer borrowers a “graduated phased in” amortization of the principal of the loans. For these loans, a greater portion of the principal amortization of the loan occurs in the later stages of the loan than would be the case if amortization were on a level payment basis.

Company affiliates also offer an income-sensitive repayment plan under which repayments are based on the borrower’s income. Under this plan, ultimate repayment may be delayed up to five years.

Consolidation/Repayment Programs.  Consolidation and repayment programs made available by the Companies to student loan borrowers and cosigners were made available to borrowers and cosigners with trust student loans.  Holdco and its subsidiaries participated in the

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consolidation loan program for FFELP loans until the elimination of FFELP as an ongoing program.  See “Appendix A—Federal Family Education Loan Program—Consolidation Loan Program” in this prospectus. In addition, in 2005, Holdco and its subsidiaries began offering a private consolidation loan program although this program was separately discontinued with certain exceptions.  Therefore, the transfer and servicing agreements still permit the applicable seller to purchase such student loans from the trust to effect consolidations at the request of borrowers.

In addition, many Company affiliates offer some borrowers loan repayment terms that do not provide for level payments over the repayment term of the loan. For example, under a typical graduated repayment program, some student loans provide for an “interest only” repayment option for a specified period of time, usually the first twenty-four (24) or forty-eight (48) months after the loan enters repayment. During this period, the borrower is required to make payment of accrued interest only. No payment of the principal of the loan is required. At the conclusion of the interest only period, the loan must be amortized through level payments over the remaining term of the loan.  Borrowers can also request an extended repayment term based on the remaining loan balance.

In other cases, Company affiliates offer borrowers a “graduated phased in” amortization of the principal of the loans. For these loans, a greater portion of the principal amortization of the loan occurs in the later stages of the loan than would be the case if amortization were on a level payment basis.

These companies also offer various income-sensitive repayment plans under which repayments are based on the borrower’s income. Under these plans, ultimate repayment may be delayed up to five years.  In addition, interest rate reduction programs may be offered to borrowers experiencing periods of financial distress.

Incentive Programs.  Holdco and its subsidiaries have offered, and intend to continue to offer, various incentive programs to student loan borrowers and cosigners. Some of the programs that may apply to student loans owned by the trusts are:

· Great Rewards(SM).  Under the Great Rewards(SM) program, which is available for all student loans that were disbursed prior to June 30, 2002 and enter repayment after July 1993, if a borrower makes 48 consecutive scheduled payments in a timely fashion, the effective interest rate is reduced permanently by 2% per annum.

· Great Returns(SM).  Under the Great Returns(SM) program, borrowers whose loans were disbursed prior to June 30, 2002 and who make 24 consecutive scheduled payments in a timely fashion get a reduction in principal equal to any amount over $250 that was paid as part of the borrower’s origination fee to the extent that the fee does not exceed 3% of the principal amount of the loan.

· Direct Repay/ ACH Benefit plan.  Under the Direct Repay/ ACH Benefit plan, borrowers who make student loan payments electronically through automatic monthly deductions from a savings, checking or NOW account receive a 0.25% or 0.50% effective interest rate reduction as long as loan payments continue to be successfully deducted from the borrower’s bank account.

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· Cash Back plan.  Under the Cash Back plan, borrowers (i) whose loans are with a Company lender partner, (ii) who enroll in Manage Your Loans(SM), the servicer’s on-line account manager, (iii) who agree to receive their account information by e-mail and (iv) who make their first 33 scheduled payments on time, receive a 3.3% check or credit based upon their original loan amount.

· Federal Student Loan Consolidation Incentive.  Borrowers with an initial consolidation loan balance of at least $10,000 who make their first 36 payments on time receive a 1.0% interest rate reduction during periods of active repayment.

· On-Time Payment Interest Rate Reduction plan.  Under the On-Time Payment Interest Rate Reduction plan, borrowers who make their first 24 scheduled payments on time, sign-up for on-line loan management within 60 days from the first payment due date and continue to make payments on time, receive a 0.5% effective interest rate reduction.

· Cosigner Release Option.  Under the Cosigner Release Option, the borrower may apply to have the cosigner released from the private loan obligation if the borrower meets the following conditions:

(1)           The borrower is a U.S. Citizen or Permanent Resident at the time of the release request.

(2)           The borrower has contacted the Companies to request the cosigner release for a specific loan(s).

(3)           The borrower completes and returns to the Companies the “Application to Request Release of Cosigner.”

(4)           The borrower has made the first 24 scheduled monthly payments of principal and interest on the loan on time.

(5)           The borrower meets a minimum FICO score requirement and other credit requirements.

(6)           The borrower’s debt-to-income ratio has been calculated and qualifies the borrower for the Cosigner Release Option.

(7)           The borrower has provided the requested documentation.

(8)           The borrower has not had an education loan (federal or private) 30 days or more delinquent in the past 24 months.

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· Education Funding Pledge and Price Advantage.  Borrowers at not-for-profit institutions with Signature Student Loans approved under the Signature Student Loan program’s standard underwriting criteria and first disbursed between June 1, 2007 and May 31, 2008 received an Education Funding Pledge and, if the borrower applied with a creditworthy cosigner, also received a Price Advantage.  The Education Funding Pledge relaxed underwriting criteria on subsequent loans to permit approval of the subsequent loans unless new negative derogatory information appeared on the borrower’s credit file.  Under Price Advantage, if the borrower applied with the same cosigner on the subsequent loan, s/he received the better of the pricing from the prior loan or what the borrower and cosigner qualify for on the new loan.  Price Advantage only remains on subsequent loans if the same borrower and cosigner apply for each subsequent loan.  Both the Education Funding Pledge and Price Advantage were available for up to six subsequent academic years.

We cannot predict how many borrowers will participate in these programs.

These incentive programs or other programs may also be made available by the servicer to borrowers with trust student loans.  Any incentive program that becomes available after the closing date of any series of notes that effectively reduces borrower interest payments or principal balances and is not required by the Higher Education Act will be applicable to the trust student loans only if the servicer receives payments in an amount sufficient to offset the effective yield reductions.

TRANSFER AND SERVICING AGREEMENTS

General

The following is a summary of the material terms of the sale agreements under which the trusts will purchase student loans from the depositor, the purchase agreements under which the depositor will acquire the student loans from the sellers specified in the prospectus supplement for your notes, the servicing agreements that provide for the servicing of the related trust student loans and the administration agreement, which provides for the administration and management of each trust.  We refer to the purchase agreements, the sale agreements, the servicing agreements and the administration agreements collectively as the “transfer and servicing agreements.”  We have filed forms of the transfer and servicing agreements as exhibits to the registration statement of which this prospectus is a part. The summary does not cover every detail of these agreements, and it is subject to the provisions of the transfer and servicing agreements.

Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers

On the closing date, each seller will sell to the depositor, without recourse, its entire interest in the student loans and all collections received on and after the cutoff date specified in the related prospectus supplement. An exhibit to the purchase agreement will list each student loan. The depositor will apply net proceeds from the sale of the notes to purchase the student loans from the related seller.

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In each purchase agreement, each seller will make representations and warranties concerning the student loans being sold by it. These include, among other things, that:

· each student loan is free and clear of all security interests and other encumbrances and no offsets, defenses or counterclaims have been asserted or threatened;

· the information provided about the student loans is true and correct as of the cutoff date;

· each student loan complies in all material respects with applicable federal and state laws and applicable restrictions imposed by the FFELP or under any guarantee or insurance agreement; and

· with respect to FFELP loans, each student loan is guaranteed by the applicable guarantor.

Upon discovery of a breach of any representation or warranty that has a materially adverse effect on the depositor, the applicable seller will repurchase the affected student loan unless the breach is cured within the applicable cure period specified in the related prospectus supplement. The purchase amount will be equal to the amount required to prepay in full that student loan including all accrued interest. Alternatively, rather than repurchasing the trust student loan, the affected seller may, in its discretion, substitute qualified substitute student loans for that loan. In addition, the affected seller will be obligated to reimburse the depositor for:

· the shortfall, if any, between:

· the purchase amount of the qualified substitute student loans,

and

· the purchase amount of the trust student loans being replaced; plus

· any accrued interest amounts not guaranteed by, or that are required to be refunded to, a guarantor and any interest subsidy payments or special allowance payments lost as a result of the breach.

The repurchase or substitution and reimbursement obligations of each seller constitute the sole remedy available to the depositor for any uncured breach. A seller’s repurchase or substitution and reimbursement obligations are contractual obligations that the depositor or trust may enforce against the seller, but the breach of these obligations will not constitute an event of default under the indenture. In cases where the obligations the trust is seeking to enforce are based on a violation of the Higher Education Act, a finding by the U.S. Department of Education that the Higher Education Act was violated may be required prior to the trust being able to enforce the agreement.

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Sale of Student Loans to the Trust; Representations and Warranties of the Depositor

On the closing date, the depositor will sell to the trustee or eligible lender trustee, as applicable, on behalf of the related trust, without recourse, its entire interest in the student loans acquired by the depositor from the sellers. Each student loan will be listed in an exhibit to the sale agreement. The trustee or eligible lender trustee, as applicable, concurrently with that sale will issue the notes. The trust will purchase the student loans from the depositor in exchange for the proceeds from the issuance of the related notes and the issuance of the excess distribution certificate to the depositor.

In each sale agreement, the depositor will make representations and warranties concerning the student loans to the related trust for the benefit of noteholders, including representatives and warranties that are substantially the same as those made by the sellers to the depositor.

Upon discovery of a breach of any representation or warranty that has a materially adverse effect on the trust, the depositor will have repurchase or substitution and reimbursement obligations that are substantially the same as those of the sellers.

The repurchase or substitution and reimbursement obligations of the depositor will constitute the sole remedy available to the noteholders for any uncured breach. The depositor’s repurchase or substitution and reimbursement obligations are contractual obligations that the trust may enforce against us, but the breach of these obligations will not constitute an event of default under the indenture. In cases where the obligations the trust is seeking to enforce are based on a violation of the Higher Education Act, a finding by the U.S. Department of Education that the Higher Education Act was violated may be required prior to the trust being able to enforce the agreement.

Expenses incurred in connection with the acquisition of the trust student loans and the establishment of the related trust (including the expenses of accountants, underwriters and rating agencies) are paid by SMI and/or the depositor.  Such expenses are not paid from proceeds from the resale of the related notes.

Custodian of Promissory Notes

To assure uniform quality in servicing and to reduce administrative costs, the servicer will act as custodian of the promissory notes, in physical or electronic form, representing the student loans and any other related documents. In acting as custodian, the servicer may use its own facilities or those of sub-custodians.  The depositor’s and the servicer’s records will reflect the sale by the seller of the student loans to the depositor and their subsequent sale by the depositor to the trust.

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Additional Fundings

Pre-Funding.  The related prospectus supplement will indicate whether a pre-funding account will exist for a particular trust. Such prospectus supplement will also indicate:

· the amount in the pre-funding account on the closing date;

· the length of the funding period; and

· the uses to which the funds in the pre-funding account can be applied and the conditions to the application of those funds.

If the pre-funding amount has not been fully applied to purchase additional student loans by the end of the funding period, the noteholders will receive any remaining amounts.

Supplemental Purchase Period. The related prospectus supplement will indicate whether a supplemental purchase account will exist for a particular trust as a component of pre-funding. Such prospectus supplement will also indicate:

· the amount in the supplemental purchase account on the closing date;

· the length of the funding period; and

· the uses to which the funds in the supplemental purchase account can be applied and the conditions to the application of those funds.

Consolidation Loan Add-on Period.  With respect to trusts where some or all of the trust student loans are consolidation loans, the related prospectus supplement will indicate whether an add-on consolidation loan account will exist for that particular trust as a component of pre-funding. Such prospectus supplement will also indicate:

· the amount in the add-on consolidation loan account on the closing date;

· the length of the consolidation loan add-on period (not to exceed the maximum permitted pre-funding period); and

· the uses to which the funds in the add-on consolidation loan account can be applied and the conditions to the application of those funds.

Amendments to Transfer and Servicing Agreements

The parties to the transfer and servicing agreements may amend them without the consent of noteholders if, in the opinion of counsel satisfactory to the indenture trustee and eligible lender trustee or trustee, as applicable, the amendment will not materially and adversely affect the interests of the noteholders. The parties may also amend the transfer and servicing agreements with the consent of a majority in interest of noteholders. However, such an amendment may not reduce the percentage of the notes required to consent to an amendment, without the consent of the holders of all of the outstanding notes.

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SERVICING AND ADMINISTRATION

General

The following is a summary of the important terms of the servicing agreements under which the servicer will service the trust student loans and the administration agreement under which the administrator will undertake administrative duties for a trust and its trust student loans. We have filed forms of the servicing agreement and the administration agreement as exhibits to the registration statement of which this prospectus is a part. This summary does not cover every detail of these agreements and it is subject to all provisions of the servicing agreements and the administration agreements.

Accounts

For each trust, the administrator will establish one or more collection accounts with the indenture trustee into which all payments on the related trust student loans will be deposited. The related prospectus supplement will describe any other accounts established for a trust, including any pre-funding account and any reserve account.

For any series of notes, the indenture trustee will invest funds in the collection account, pre-funding account, reserve account and any other accounts identified as accounts of the trust in eligible investments as provided in the indenture.  The administrator will instruct the indenture trustee concerning investment decisions.

Each trust account will be either:

· a segregated account with a Federal Deposit Insurance Company (the “FDIC”)-insured depository institution which has either (A) a long-term unsecured debt rating acceptable to the applicable rating agencies or (B) a short-term unsecured debt rating or certificate of deposit rating acceptable to the applicable rating agencies; or

· a segregated trust account with the corporate trust department of a depository institution having corporate trust powers, so long as any of the securities of that depository institution have an investment grade credit rating from each applicable rating agency.

As specified in the related Indenture, each trust may invest sums on deposit in trust accounts in “eligible investments” which are book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which may include:

· 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 related series of notes in effect at the related closing date;

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· 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 the first bullet point 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 specified by each of the rating agencies rating the notes issued by that trust;

· commercial paper having, at the time of the investment, a rating to be specified by each of the rating agencies rating the notes issued by that trust;

· investments in money market funds having a rating to be specified by each of the rating agencies rating the notes issued by that trust (including funds for which the indenture trustee, the administrator or the trustee or eligible lender trustee, as applicable, or any of their respective affiliates is investment manager or advisor);

· bankers’ acceptances issued by any depository institution or trust company referred to in the second bullet point above;

· 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 the second bullet point above; provided, however, that if such depository institution or trust company’s rating from Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) (if S&P is then rating the notes issued by that trust) falls below “A”, within 60 days such repurchase obligations will be replaced with repurchase obligations entered into with a depository institution or trust company with at least an “A” rating from S&P;

· repurchase obligations with respect to student loans serviced by the servicer or an affiliate thereof, entered into with an institution that is an eligible lender (under the FFELP) or that holds student loans through an eligible lender trustee and whose short-term debt ratings are not less than a rating to be set by the rating agencies rating the notes issued by that trust, provided that the applicable repurchase date shall occur no later than the business day prior to the next distribution date; and

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· any other investment which would not result in the downgrading or withdrawal of any rating of the related series of notes by any of the rating agencies as affirmed in writing to the indenture trustee.

The administrator will prepare a monthly account reconciliation; however, there will be no independent verification of the accounts or the transaction activity therein by either the indenture trustee or the eligible lender trustee.

Servicing Procedures

Under each servicing agreement, the servicer will agree to service all the trust student loans. The servicer is required to perform all services and duties customary to the servicing of student loans, including all collection practices. It must use the same standard of care as it uses to service similar student loans owned by Holdco and its affiliates in compliance with the applicable guarantee agreements and all other applicable federal and state laws, including, if applicable, the Higher Education Act.

The duties of the servicer include the following:

· collecting and depositing into the collection account all payments on the trust student loans, including claiming and obtaining any program payments;

· responding to inquiries from borrowers;

· attempting to collect delinquent payments; and

· sending out statements and payment coupons to borrowers.

In addition, the servicer will keep ongoing records on the loans and its collection activities utilizing the same standards it uses for similar student loans owned by Holdco and its affiliates in compliance with the applicable guarantee agreements and all other applicable federal and state laws, including, if applicable, the Higher Education Act.  It will also furnish periodic statements to the indenture trustee, the trustee or eligible lender trustee, as applicable, and the noteholders.  See “—Statements to Indenture Trustee and Trust” below.

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As specified in the related prospectus supplement, the servicer may appoint one or more subservicers to perform any or all of the foregoing duties with respect to all or a portion of the trust student loans.

Payments on Student Loans

The servicer will deposit all payments on trust student loans and proceeds that it collects during each collection period specified in the related prospectus supplement into the related collection account within two business days of receipt. The eligible lender trustee will deposit all interest subsidy payments and all special allowance payments on the trust student loans that it receives for each collection period into the collection account within two business days of receipt.

A business day for this purpose is any day other than a Saturday, a Sunday, or a day on which banking institutions or trust companies in the City of New York or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

The servicer may invest collections, pending deposit into the collection account, at its own risk and for its own benefit, and it will not segregate these funds. The administrator may, in order to satisfy the requirements described above, obtain a letter of credit or other security for the benefit of the related trust to secure timely remittances. The depositor and the servicer will pay the aggregate purchase amount of student loans repurchased by us or purchased by the servicer to the administrator, and the administrator will deposit these amounts into the collection account on or before the business day preceding each distribution date.

No servicing agreement will require the servicer to make advances to any trust and no such advances have been made by the servicer with respect to any trust student loans.

Servicer Covenants

For each trust, the servicer will generally, among other things, agree that:

· it will satisfy all of its obligations relating to the trust student loans, maintain in effect all qualifications required in order to service the loans and comply in all material respects with all requirements of law if a failure to comply would have a materially adverse effect on the interests of the related trust;

· it will not permit any rescission or cancellation of a trust student loan except as ordered by a court or other government authority or as consented to by the eligible lender trustee and the indenture trustee, except that it may write off any delinquent loan if the remaining balance of the borrower’s account is less than $50;

· it will do nothing to impair the rights of the noteholders in the trust student loans; and

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· it will not reschedule, revise, defer or otherwise compromise payments due on any trust student loan except during any applicable interest only, deferment or forbearance periods or otherwise in accordance with the same standards it uses for similar student loans owned by Holdco and its affiliates.

Upon the discovery of a breach of any covenant that has a materially adverse effect on the interest of the related trust, the servicer will purchase the related trust student loan unless the breach is cured within the applicable cure period specified on the related prospectus supplement. However, any breach that relates to compliance with the requirements of the Higher Education Act or the applicable guarantor but that does not affect that guarantor’s obligation to guarantee payment of a trust student loan will not be considered to have a material adverse effect. In addition, a finding by the U.S. Department of Education that the Higher Education Act was violated or that a loan is no longer insured because of a violation of the Higher Education Act may be required prior to the trust being able to enforce the agreement.

The purchase price will equal the unpaid principal amount of that trust student loan plus any accrued interest.  If the trust student loan to be purchased is a FFELP loan, the purchase price will also be calculated using the applicable percentage that would have been insured pursuant to Section 428(b)(1)(G) of the Higher Education Act plus any interest subsidy payments or special allowance payments not paid by, or required to be refunded to, the U.S. Department of Education for that trust student loan as a result of a breach of any covenant of the servicer. The related trust’s interest in that purchased trust student loan will be assigned to the servicer or its designee. Alternatively, rather than purchase the trust student loan, the servicer may, in its sole discretion, substitute qualified substitute student loans.

In addition, the servicer will be obligated to reimburse the related trust for:

· the shortfall, if any, between

· the purchase amount of the qualified substitute trust student loans;

and

· the purchase amount of the trust student loans being replaced; and

· any accrued interest amounts not guaranteed by or that are required to be refunded to a guarantor and any interest subsidy payments or special allowance payments lost as a result of a breach.

The purchase or substitution and reimbursement obligations of the servicer will constitute the sole remedy available to the trust for any uncured breach. The servicer’s purchase or substitution and reimbursement obligations are contractual obligations that the trust may enforce, but the breach of these obligations will not constitute an event of default under the indenture.

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Servicing Compensation

For each trust, the servicer will receive a servicing fee for each period in an amount specified in the related prospectus supplement. The servicer will also receive any other administrative fees, expenses and similar charges specified in the related prospectus supplement. The servicing fee may consist of:

· a specified annual percentage of the pool balance;

· a unit amount based on the number of accounts and other activity or event related fees;

· any combination of these; or

· any other formulation described in the related prospectus supplement.

The servicing fee may also include specified amounts payable to the servicer for tasks it performs. The servicing fee may be subject to a maximum monthly amount. If that is the case, the related prospectus supplement will state the maximum together with any conditions to its application. The servicing fee, including any unpaid amounts from prior distribution dates, will have a payment priority over the notes, to the extent specified in the related prospectus supplement.

The servicing fee compensates the servicer for performing the functions of a third party servicer of student loans, including:

· collecting and posting all payments;

· responding to inquiries of borrowers on the trust student loans;

· investigating delinquencies;

· pursuing, filing and collecting any program payments;

· accounting for collections;

· furnishing monthly and annual statements to the trustees; and

· paying taxes, accounting fees, outside auditor fees, data processing costs and other costs incurred in administering the student loans.

Evidence as to Compliance

The administration agreement will provide that a firm of independent public accountants will furnish to the trust and indenture trustee an annual report attesting to the servicer’s compliance with the terms of that administration agreement and the related servicing agreement, including all statutory provisions incorporated into those agreements. The accounting firm will base this report on its examination of various documents and records and on accounting and auditing procedures considered appropriate under the circumstances.

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The administration agreement will require the servicer to deliver to the trust and indenture trustee, concurrently with the compliance report, a certificate signed by an officer of the servicer stating that, to his knowledge, the servicer has fulfilled its obligations under that administration agreement and the related servicing agreement. If there has been a material default, the officer’s certificate for that period will describe the default. The servicer has agreed to give the indenture trustee and the trustee or eligible lender trustee, as applicable, notice of servicer defaults under the servicing agreement.

You may obtain copies of these reports and certificates by a request in writing to the trustee or eligible lender trustee, as applicable.

If applicable, the servicing agreement also will provide that, for any period during which a trust is required to file with the SEC a Report on Form 10-K (Annual Report), the servicer will provide the administrator such compliance statements, assessments and attestation reports with respect to that trust as may be required pursuant to Items 1122 and 1123 of Regulation AB under the Securities Act.

Matters Regarding the Servicer

The servicing agreements will provide that the servicer is an independent contractor and that, except for the services to be performed under the servicing agreement, the servicer does not hold itself out as an agent of the trusts.

Each servicing agreement will provide that the servicer may not resign from its obligations and duties as servicer unless its performance of these duties is no longer legally permissible. No resignation will become effective until the indenture trustee or a successor servicer has assumed the servicer’s duties. The servicer, however, may resign as a result of any sale or transfer of substantially all of its student loan servicing operations relating to the trust student loans if:

· the successor to the servicer’s operations assumes in writing all of the obligations of the servicer;

· the sale or transfer and the assumption comply with the requirements of the servicing agreement; and

· the rating agencies confirm that this will not result in a downgrading or a withdrawal of the ratings then applicable to the notes.

All expenses related to the resignation or removal for cause of any servicer will be paid solely by the servicer being replaced.

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Each servicing agreement will further provide that neither the servicer nor any of its directors, officers, employees or agents will be under any liability to the trust or to noteholders for taking or not taking any action under the servicing agreement, or for errors in judgment. However, the servicer will not be protected against:

· its obligation to purchase trust student loans from a trust as required in the related servicing agreement or to pay to the trust the amount of any program payment which a guarantor or the U.S. Department of Education refuses to pay, or requires the trust to refund, as a result of the servicer’s actions; or

· any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the servicer’s duties or because of reckless disregard of its obligations and duties.

In addition, each servicing agreement will provide that the servicer is under no obligation to appear in, prosecute or defend any legal action where it is not named as a party.

Under the circumstances specified in each servicing agreement, any entity into which the servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the servicer is a party, or any entity succeeding to the business of the servicer must assume the obligations of the servicer.

Servicer Default

A servicer default under each servicing agreement will consist of:

· any failure by the servicer to deposit in the trust accounts any required payment that continues for five business days after the servicer receives written notice of such failure from the indenture trustee or the trustee or eligible lender trustee, as applicable;

· any failure by the servicer to observe or perform in any material respect any other term, covenant or agreement in the servicing agreement that materially and adversely affects the rights of noteholders and continues for 60 days after written notice of such failure is given (1) to the servicer by the indenture trustee, the trustee or eligible lender trustee, as applicable, or the administrator or (2) to the servicer, the indenture trustee and the trustee or eligible lender trustee, as applicable, by holders of 50% or more of the notes (or the most senior notes then outstanding, if applicable);

· the occurrence of an insolvency event involving the servicer;

· any failure by the servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer, if applicable; or

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· any failure by the servicer to deliver any particular information, report, certification or accountants’ letter when and as required by specified sections of the servicing agreement, which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered.

An insolvency event is an event of bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings or other actions by a person indicating its insolvency, reorganization under bankruptcy proceedings or inability to pay its obligations.

A servicer default does not include any failure of the servicer to service a student loan in accordance with the Higher Education Act so long as the servicer is in compliance with its obligations under the servicing agreement to purchase any adversely affected trust student loans and to pay to the applicable trust the amount of any program payments lost as a result of the servicer’s actions.

Notwithstanding the foregoing, the servicer shall not be deemed to have breached its obligations to service the applicable student loans, nor will a servicer default be deemed to have occurred under the related servicing agreement, if the servicer is rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties to the related servicing agreement (including, without limitation, acts of God, acts of war or terrorism, fires, earthquakes, hurricanes, floods and other material natural or man-made disasters).  The servicer will be required to diligently resume the performance of its duties under the related servicing agreement as soon as practicable following the termination of such business interruption or, if necessary and appropriate in its reasonable judgment to enable the proper servicing of the trust student loans, to transfer servicing, either temporarily or permanently, to another servicer.

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Rights Upon Servicer Default

As long as a servicer default remains unremedied, the indenture trustee or holders of not less than 50% of the outstanding notes (or the most senior notes then outstanding, if applicable) may terminate all the rights and obligations of the servicer. Only the indenture trustee or the noteholders (or the senior noteholders, if applicable) and not the trustee or eligible lender trustee, as applicable, (or the subordinate noteholders, if applicable) will have the ability to remove the servicer if a default occurs while the notes (or the most senior notes then outstanding if applicable) are outstanding. Following a termination, a successor servicer appointed by the indenture trustee or the indenture trustee itself will succeed to all the responsibilities, duties and liabilities of the servicer under the servicing agreement and will be entitled to similar compensation arrangements. The compensation may not be greater than the servicing compensation to the servicer under that servicing agreement, unless the compensation arrangements will not result in a downgrading or withdrawal of the ratings then applicable to the notes. If the indenture trustee is unwilling or unable to act, it may appoint, or petition a court for the appointment of, a successor whose regular business includes the servicing of student loans. If, however, a bankruptcy trustee or similar official has been appointed for the servicer, and no servicer default other than that appointment has occurred, the trustee may have the power to prevent the indenture trustee or the noteholders from effecting the transfer.

Waiver of Past Defaults

For each trust, the holders of a majority of the outstanding notes (or the most senior notes then outstanding, if applicable) in the case of any servicer default which does not adversely affect the indenture trustee or the noteholders (or the most senior noteholders then outstanding, if applicable) may, on behalf of all noteholders, waive any default by the servicer, except a default in making any required deposits to or payments from any of the trust accounts. Therefore, the noteholders (or the most senior noteholders then outstanding, if applicable) have the ability, except as noted, to waive defaults by the servicer which could materially and adversely affect the holder of the excess distribution certificate (or subordinate noteholders if applicable). No waiver will impair the noteholders’ rights as to subsequent defaults.

Administration Agreement

SMI, as administrator, will enter into an administration agreement with each trust, the depositor, the servicer, the eligible lender trustee and the indenture trustee. Under the administration agreement, the administrator will agree to provide various notices and to perform other administrative obligations required by the indenture, trust agreement and sale agreement. These services include:

· directing the indenture trustee to make the required distributions from the trust accounts on each monthly servicing payment date and each distribution date;

· preparing, based on periodic data received from the servicer, and providing quarterly and annual distribution statements to the trustee or eligible lender trustee, as applicable, and the indenture trustee and any related U.S. federal income tax reporting information; and

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· providing the notices and performing other administrative obligations required by the indenture, the trust agreement and the sale agreement.

As compensation, the administrator will receive an administration fee specified in the related prospectus supplement. Except as described in the next paragraph, SMI may not resign as administrator unless its performance is no longer legally permissible. No resignation will become effective until a successor administrator has assumed SMI’s duties under the administration agreement.

Each administration agreement will provide that SMI may assign its obligations and duties as administrator to an affiliate if the rating agencies confirm that the assignment will not result in a downgrading or a withdrawal of the ratings then applicable to the notes.

The administrator may sub-contract any or all of its duties to a sub-administrator if the following conditions are met:

· the sub-administrator assumes in writing all of the obligations of the administrator that are sub-contracted;

· the sub-administrator covenants to comply with the requirements of the administration agreement; and

· the rating agencies confirm that this will not result in a downgrading or a withdrawal of the ratings then applicable to the notes.

All expenses related to the resignation or removal for cause of any administrator will be paid solely by the administrator being replaced.

Administrator Default

An administrator default under the administration agreement will consist of:

· any failure by the administrator to deliver to the indenture trustee for deposit any required payment by the business day preceding any monthly servicing payment date or distribution date, if the failure continues for five business days after notice or discovery;

· any failure by the administrator to direct the indenture trustee to make any required distributions from any of the trust accounts on any monthly servicing payment date or any distribution date, if the failure continues for five business days after notice or discovery;

· any failure by the administrator to observe or perform in any material respect any other term, covenant or agreement in an administration agreement or a related agreement that materially and adversely affects the rights of noteholders and continues for 60 days after written notice of the failure is given:

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(1) to the administrator by the indenture trustee or the trustee or eligible lender trustee, as applicable,

(2) to the administrator, the indenture trustee, the trustee or the eligible lender trustee, as applicable, by holders of 50% or more of the notes (or senior notes, if applicable);

· the occurrence of an insolvency event involving the administrator; or

· any failure by the administrator to deliver any particular information, report, certification or accountants’ letter when and as required by specified sections of the servicing agreement, which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered

Rights Upon Administrator Default

As long as any administrator default has not been remedied, the indenture trustee or holders of not less than 50% of the outstanding notes (or senior notes, if applicable), may terminate all the rights and obligations of the administrator. Only the indenture trustee or the noteholders, or the senior noteholders, if applicable, and not the trustee or eligible lender trustee, as applicable, or the subordinate noteholders, if applicable, may remove the administrator if an administrator default occurs while the notes, or senior notes, if applicable, are outstanding. Following the termination of the administrator, a successor administrator appointed by the indenture trustee or the indenture trustee itself will succeed to all the responsibilities, duties and liabilities of the administrator under the administration agreement. The successor administrator will be entitled to similar compensation arrangements or any other compensation as set forth in the related prospectus supplement. If, however, a bankruptcy trustee or similar official has been appointed for the administrator, and no other administrator default other than that appointment has occurred, the trustee or official may have the power to prevent the indenture trustee or the noteholders from effecting the transfer. If the indenture trustee is unwilling or unable to act, it may appoint, or petition a court for the appointment of, a successor whose regular business includes the servicing or administration of student loans. The indenture trustee may make arrangements for compensation to be paid, which cannot be greater than the compensation to the administrator unless the compensation arrangements will not result in a downgrading or withdrawal of the ratings then applicable to the notes.

Statements to Indenture Trustee and Trust

Before each distribution date, the administrator will prepare and provide a statement to the indenture trustee and the trustee or eligible lender trustee, as applicable, as of the end of the preceding collection period.  The statement will include:

· the amount of principal distributions for each class of notes;

· the amount of interest distributions for each class of notes and the applicable interest rates;

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· the pool balance at the beginning and at the end of the preceding collection period;

· the outstanding principal amount and the note pool factor for each class of notes for that distribution date;

· the servicing fees, the administration fees and the amount of any carryover servicing fees for that collection period;

· the interest rates, if available, for the next period for each class of notes or the website where those rates may be found;

· the amount of any aggregate realized losses for that collection period;

· the amount of any note interest shortfall and note principal shortfall, if applicable, for each class of notes, and any changes in these amounts from the preceding statement;

· the amount of any note interest carryover, if applicable, for each class of notes, and any changes in these amounts from the preceding statement;

· the aggregate purchase amounts for any trust student loans repurchased by the depositor, the servicer or any seller from the trust in that collection period;

· the balance of trust student loans that are delinquent in each delinquency period as of the end of that collection period;

· any amounts paid to any credit enhancement provider or swap counterparty;

· the balance of any reserve account, capitalized interest account, or cash capitalization or cash collateral account, after giving effect to changes in the balance on that distribution date;

· to the extent applicable, any amount of available credit enhancement drawn upon with respect to such distribution date;

· any applicable triggers or asset tests are then in effect;

· if applicable, the amount of trust student loans added during a pre-funding period (including any add-on consolidation loans) or a revolving period and the amount of any required repurchases or substitutions of trust student loans, to the extent material, and the balance of any related trust accounts as of both the prior and current distribution dates; and

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· amounts distributed to the holders of the excess distribution certificates and the uses of available funds to the extent not otherwise set forth above.

Evidence as to Compliance

Each administration agreement will provide that a firm of independent public accountants will furnish to the trust and indenture trustee an annual report attesting to the administrator’s compliance with the terms of the administration agreement, including all statutory provisions incorporated in the agreement. The accounting firm will base this report on its examination of various documents and records and on accounting and auditing procedures considered appropriate under the circumstances.

The administration agreement will require the administrator to deliver to the trust and indenture trustee, concurrently with each compliance report, a certificate signed by an officer of the administrator stating that, to his knowledge, the administrator has fulfilled its obligations under that administration agreement. If there has been a material default the officer’s certificate will describe the default. The administrator will agree to give the indenture trustee and trustee or eligible lender trustee, as applicable, notice of administrator defaults under the administration agreement.

You may obtain copies of these reports and certificates by a request in writing to the trustee or eligible lender trustee, as applicable.

If applicable, the administration agreement also will provide that, for any period during which a trust is required to file with the SEC a Report on Form 10-K (Annual Report), the administrator will provide or obtain such compliance statements, assessments and attestations reports with respect to that trust as may be required pursuant to Items 1122 and 1123 of Regulation AB under the Securities Act.

TRADING INFORMATION

The weighted average lives of the notes of any series generally will depend on the rate at which the principal balances of the related student loans are paid. Payments may be in the form of scheduled amortization or prepayments. For this purpose, prepayments include borrower prepayments in full or in part, including the discharge of student loans by consolidation loans, or as a result of:

· borrower default, death, disability or bankruptcy;

· the closing of the borrower’s school;

· the school’s false certification of borrower eligibility;

· liquidation of the student loan or collection of the related guarantee payments; and

· purchase of a student loan by the depositor or the servicer.

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All of the student loans are prepayable at any time without penalty.

A variety of economic, social and other factors, including the factors described below, influence the rate at which student loans prepay. In general, the rate of prepayments may tend to increase when cheaper alternative financing becomes available. However, because many student loans bear interest at a rate that is either actually or effectively floating, it is impossible to predict whether changes in prevailing interest rates will correspond to changes in the interest rates on student loans.

On the other hand, scheduled payments on the student loans, as well as their maturities, may be extended due to applicable grace, deferment and forbearance periods, or for other reasons. The rate of defaults resulting in losses on student loans, as well as the severity and timing of those losses, may affect the principal payments and yield on the notes.

Some of the terms of payment that a seller offers to borrowers may extend principal payments on the notes. The sellers offer some borrowers loan payment terms which provide for an interest only period, when no principal payments are required, or graduated, phased-in amortization of the principal, in which case a greater portion of the principal amortization of the loan occurs in the later stages of the loan’s life than if amortization were on a level payment basis. The sellers also offer income-sensitive repayment plans, under which repayments are based on the borrower’s income. Under these plans, ultimate repayment may be delayed up to five years. If trust student loans have these payment terms, principal payments on the related notes could be affected. If provided in the related prospectus supplement, a trust may elect to offer consolidation loans to borrowers with trust student loans and other student loans. The making of consolidation loans by a trust could increase the average lives of the notes and reduce the effective yield on student loans included in the trust.

The servicing agreements will provide that the servicer may offer, at the request of the applicable seller or the administrator, new incentive programs or repayment programs that currently are or in the future will be made available by that seller or the administrator. If these benefits are made available to borrowers of trust student loans, the effect may be faster amortization of principal of the affected trust student loans. See “The Companies’ Student Loan Financing Business—Servicing—Incentive Programs” in this prospectus.

In light of the above considerations, we cannot guarantee that principal payments will be made on the notes on any distribution date, since that will depend, in part, on the amount of principal collected on the trust student loans during the applicable period. As an investor, you will bear any reinvestment risk resulting from a faster or slower rate of prepayment of the loans.

Pool Factors

The pool factor for each class of notes will be a seven-digit decimal computed by the administrator before each distribution date. Each pool factor will indicate the remaining outstanding balance of the related class of notes, after giving effect to distributions to be made on that distribution date, as a fraction of the initial outstanding balance of that class. Each pool factor will initially be 1.0000000. Thereafter, it will decline to reflect reductions in the outstanding balance of the applicable class of notes. Your portion of the aggregate outstanding balance of a class of notes will be the product of:

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· the original denomination of your note; and

· the applicable pool factor.

Noteholders will receive reports on or about each distribution date concerning various matters, including the payments the trust has received on the related trust student loans, the pool balance, the applicable pool factor and various other items of information. See “Additional Information Regarding the Notes—Reports to Noteholders” in this prospectus.

DESCRIPTION OF THE NOTES

General

Each trust may issue one or more classes of notes under an indenture. We have filed the form of the indenture as an exhibit to the registration statement of which this prospectus is a part. The following summary describes the important terms of the notes and the indenture. It does not cover every detail of the notes or the indenture and is subject to all of the provisions of the notes and the indenture.

Each class of notes will initially be represented by one or more notes, registered in the name of the nominee of The Depository Trust Company (“DTC”) or, if so provided in the related prospectus supplement, a nominee selected by the common depository for Clearstream Banking, société anonyme (known as Clearstream, Luxembourg), formerly known as Cedel Bank, société anonyme, and the Euroclear System in Europe. The notes will be available for purchase in book-entry form only or as otherwise provided in the related prospectus supplement. We have been informed by DTC that DTC’s nominee will be Cede & Co., unless another nominee is specified in the related prospectus supplement. Accordingly, that nominee is expected to be the holder of record of the U.S. Dollar denominated notes of each class. Unless and until definitive notes are issued under the limited circumstances described in this prospectus, an investor in notes in book-entry form will not be entitled to receive a physical certificate representing a note. All references in this prospectus and in the related prospectus supplement to actions by holders of notes in book-entry form refer to actions taken by DTC, Clearstream, Luxembourg or Euroclear, as the case may be, upon instructions from its participating organizations and all references in this prospectus to distributions, notices, reports and statements to holders of notes in book-entry form refer to distributions, notices, reports and statements to DTC, Clearstream, Luxembourg or Euroclear or its nominee, as the registered holder of the notes.

Principal and Interest on the Notes

The related prospectus supplement will describe the timing and priority of payment, seniority, allocations of losses, note rate and amount of or method of determining payments of principal and interest on each class of notes. The right of holders of any class of notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of notes of that series. Payments of interest on the notes will be made prior to payments of principal. Each class of notes may have a different note rate, which may be a fixed,

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variable, adjustable, auction-determined, reset rate or any combination of these rates. The related prospectus supplement will specify the rate for each class of notes or the method for determining the note rate. See also “Additional Information Regarding the Notes—Fixed Rate Notes” and “—Floating Rate Notes.” One or more classes of notes of a series may be redeemable under the circumstances specified in the related prospectus supplement, including as a result of the depositor’s exercising its option to purchase the related trust student loans.

Under some circumstances, the amount available for these payments could be less than the amount of interest payable on the notes on any distribution date, in which case each class of noteholders will receive its pro rata share of the aggregate amount available for interest on the notes. See “Additional Information Regarding the Notes—Distributions” and “—Credit Enhancement and Other Support.”

In the case of a series which includes two or more classes of notes, the related prospectus supplement will describe the sequential order and priority of payment of principal of and interest on each class. Payments of principal of and interest on any class of notes will be on a pro rata basis among all the noteholders of that class.

Call Option on the Notes

If specified in the related prospectus supplement, the servicer or one of its affiliates specified in such prospectus supplement may exercise its option to call, in full, one or more classes of notes.  If a class of notes has been called, it will either remain outstanding and be entitled to all interest and principal payments on such class of notes under the related indenture, or the servicer or its specified affiliate will deposit an amount into the collection account sufficient to redeem the specified class of notes, subject to satisfaction of the rating agency condition.  Each class of reset rate notes will be subject to the call option described in this prospectus under “Additional Information Regarding the Notes—The Reset Rate Notes—Call Option.”

Collateral Call

If specified in the related prospectus supplement, the servicer or one of its affiliates will have the right to purchase certain of the trust student loans in an amount sufficient to redeem one or more classes of notes, subject to satisfaction of the rating agency condition.  The related prospectus supplement will identify which class or classes of notes will be subject to the collateral call.

The Indenture

The notes will be issued under and secured by an indenture entered into by the trust, the indenture trustee and the trustee or eligible lender trustee, as applicable.  If specified in the related prospectus supplement, the voting rights of noteholders may be limited only to the holders of the most senior class or classes of outstanding notes (except with respect to those matters requiring consent of 100% of all noteholders); and if not so specified, all noteholders will have voting rights regarding any actions requiring the consent of noteholders as set forth below.

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Modification of Indenture.  With the consent of the holders of a majority of the notes of the related series, the indenture trustee and the trustee or eligible lender trustee, as applicable, may execute a supplemental indenture to add, change or eliminate any provisions of the indenture or to modify the rights of such noteholders.

However, without the consent of the holder of each affected note, no supplemental indenture will:

· change the due date of any installment of principal of or interest on any note or reduce any note’s principal amount, interest rate or redemption price;

· change the provisions of the indenture relating to the application of collections on, or the proceeds of the sale of, the trust student loans to payment of principal or interest on the notes;

· change the place of payment or the payment currency for any note;

· impair the right to institute suit for the enforcement of provisions of the indenture regarding payment;

· reduce the percentage of outstanding notes whose holders must consent to any supplemental indenture;

· modify the provisions of the indenture regarding the voting of notes held by the trust, the depositor or an affiliate;

· reduce the percentage of outstanding notes whose holders must consent to a sale or liquidation of the trust student loans if the proceeds of the sale would be insufficient to pay the principal amount and accrued interest on the notes;

· modify the provisions of the indenture which specify the applicable percentages of principal amount of notes necessary to take specified actions except to increase these percentages or to specify additional provisions;

· modify any of the provisions of the indenture to affect the calculation of interest or principal due on any note on any distribution date or to affect the rights of the noteholders to the benefit of any provisions for the mandatory redemption of the notes; or

· permit the creation of any lien ranking prior or equal to the lien of the indenture on any of the collateral for that series or, except as otherwise permitted or contemplated in that indenture, terminate the lien of the indenture on any collateral or deprive the holder of any note of the security afforded by that lien.

The trust and the indenture trustee may also enter into supplemental indentures, without the consent of noteholders, for the purpose of adding, changing or eliminating any provisions of the indenture or of modifying the rights of noteholders, so long as such action will not, in the opinion of counsel satisfactory to the indenture trustee, adversely affect in any material respect the interest of any noteholder.  In addition, the trust and the indenture trustee may enter into supplemental indentures with the consent of all affected noteholders of the related series for the purpose

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of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the indenture or of modifying in any manner the rights of the affected noteholders of the related series, so long as such action will not, as determined in an opinion of counsel of the trust delivered to the indenture trustee, adversely affect in any material respect the interest of any noteholder whose consent has not been obtained.

Events of Default; Rights Upon Event of Default.  An “event of default” under the indenture will consist of the following:

· a default for five business days or more in the payment of any interest on any note after it is due (or senior notes only if so provided in the related prospectus supplement);

· a default in the payment of the principal of any note at maturity;

· a default in the performance of any covenant or agreement of the trust in the indenture, or a material breach of any representation or warranty made by the trust in the related indenture or in any certificate, if the default or breach has a material adverse effect on the holders of the notes and is not cured within 30 days after notice by the indenture trustee or by holders of at least 25% in principal amount of the outstanding notes, or senior notes, if applicable; or

· the occurrence of an insolvency event involving the trust.

The amount of principal required to be distributed to holders of the notes on any distribution date will generally be limited to amounts available after payment of interest and all other prior obligations of the trust. Therefore, the failure to pay principal on a class of notes generally will not result in the occurrence of any event of default until the final scheduled distribution date for that class of notes.

If an event of default occurs and is continuing, the indenture trustee or holders of a majority of the outstanding notes, or senior notes, if applicable, may declare the principal of those notes to be immediately due and payable. This declaration may, under certain circumstances, be rescinded by the holders of a majority of the outstanding notes, or senior notes, if applicable.

If the notes have been declared to be due and payable following an event of default, the related indenture trustee may, in its discretion,

· exercise remedies as a secured party against the trust student loans and other assets of the trust that are subject to the lien of the indenture;

· sell the trust student loans and other assets of the trust; or

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· elect to have the trustee or eligible lender trustee, as applicable, maintain ownership of the trust student loans and continue to apply collections on them as if there had been no declaration of acceleration.

However, the indenture trustee may not sell the trust student loans and other properties following an event of default, other than a default in the payment of any principal at maturity or a default for five days or more in the payment of any interest, unless:

· the holders of all the outstanding notes (or senior notes, if applicable) consent to the sale;

· the proceeds of the sale are sufficient to pay in full the principal and accrued interest on the outstanding notes, or senior notes, if applicable, at the date of the sale; or

· the indenture trustee determines that the collections would not be sufficient on an ongoing basis to make all payments on the notes as the payments would have become due if the notes (or senior notes, if applicable) had not been declared due and payable, and the indenture trustee obtains the consent of the holders of 66 2/3% of the outstanding notes (or senior notes, if applicable).

Such a sale also requires the consent of the holders of a majority of the outstanding subordinate notes, if applicable, unless the proceeds of a sale would be sufficient to discharge all unpaid amounts on such subordinate notes.

Subject to the provisions of the applicable indenture relating to the duties of the indenture trustee, if an event of default occurs and is continuing, the indenture trustee will be under no obligation to exercise any of its rights or powers at the request or direction of any of the holders of the notes, if the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which it might incur in complying with their request. Subject to the provisions for indemnification and limitations contained in the related indenture, the holders of a majority of the outstanding notes of a given series will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the indenture trustee and may, in certain cases, waive any default, except a default in the payment of principal or interest or a default under a covenant or provision of the applicable indenture that cannot be modified without the waiver or consent of all the holders of outstanding notes.

No holder of notes of any series will have the right to institute any proceeding with respect to the related indenture, unless:

· the holder previously has given to the indenture trustee written notice of a continuing event of default;

· the holders of not less than 25% of the outstanding notes (or senior notes, if applicable), have requested in writing that the indenture trustee institute a proceeding in its own name as indenture trustee;

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· the holder or holders have offered the indenture trustee reasonable indemnity;

· the indenture trustee has for 60 days after receipt of notice failed to institute the proceeding; and

· no direction inconsistent with the written request has been given to the indenture trustee during the 60-day period by the holders of a majority of the outstanding notes, or senior notes, if applicable.

In addition, the indenture trustee and the noteholders will covenant that they will not at any time institute against the trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

The indenture trustee, each seller, the depositor, the administrator, the servicer, the trustee or eligible lender trustee, as applicable, in its individual capacity, the noteholders and their owners, beneficiaries, agents, officers, directors, employees, successors and assigns will not be liable for the payment of the principal of or interest on the notes or for the agreements of the trust contained in the indenture.

Certain Covenants.  Each indenture will provide that the trust may not consolidate with or merge into any other entity, unless:

· the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state or the District of Columbia;

· the surviving entity expressly assumes the trust’s obligation to make due and punctual payments on the notes and the performance or observance of every agreement and covenant of the trust under the indenture;

· no default will occur and be continuing immediately after the merger or consolidation;

· the trust has been advised that the ratings then applicable to the notes would not be reduced or withdrawn as a result of the merger or consolidation;

· any action that is necessary to maintain the lien and security interest created by the related indenture shall have been taken; and

· the trust has received opinions of federal and Delaware tax counsel that the consolidation or merger would have no material adverse U.S. federal or Delaware state tax consequences to the trust or to any holder of the notes.

Each trust will not:

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· except as expressly permitted by the indenture, the transfer and servicing agreements or other related documents, sell, transfer, exchange or otherwise dispose of any of the assets of that trust;

· claim any credit on or make any deduction from the principal and interest payable on notes of the series, other than amounts withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or former holder of notes because of the payment of taxes levied or assessed upon the trust;

· except as contemplated by the indenture and the related documents, dissolve or liquidate in whole or in part;

· permit the validity or effectiveness of the indenture to be impaired or permit any person to be released from any covenants or obligations under the indenture, except as expressly permitted by the indenture; or

· permit any lien, charge or other encumbrance to be created on the assets of the trust, except as expressly permitted by the indenture and the related documents.

No trust may engage in any activity other than as specified under the section of the related prospectus supplement entitled “Formation of the Trust—The Trust.” In addition, no trust will incur, assume or guarantee any indebtedness other than indebtedness evidenced by the notes of a related series and the applicable indenture, except as permitted by the indenture and the related documents.

Indenture Trustee’s Annual Report.  Each indenture trustee will be required to mail all noteholders a brief annual report relating to, among other things, any changes in its eligibility and qualification to continue as the indenture trustee under the indenture, any amounts advanced by it under the indenture, the amount, interest rate and maturity date of indebtedness owing by the trust to the indenture trustee in its individual capacity, the property and funds physically held by the indenture trustee as such and any action taken by it that materially affects the notes and that has not been previously reported.

Satisfaction and Discharge of Indenture.  An indenture will be satisfied and discharged when the indenture trustee has received for cancellation all of the notes or, with certain limitations, when the indenture trustee receives funds sufficient for the payment in full of all of the notes.

The Indenture Trustee.  The related prospectus supplement will specify the indenture trustee for each series.  The indenture trustee will act on behalf of the noteholders and represent their interests in the exercise of their rights under the related indenture.

The indenture trustee may resign at any time, in which event the eligible lender trustee or trustee, as the case may be, must appoint a successor. The eligible lender trustee or trustee, as the case may be, may also remove any indenture trustee that ceases to be eligible to continue as a

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trustee under the indenture or if the indenture trustee becomes insolvent. In those circumstances, the eligible lender trustee or trustee, as the case may be, must appoint a successor trustee. Any resignation or removal of the indenture trustee for any series will become effective only when the successor indenture trustee has accepted its appointment.  To the extent expenses incurred in connection with the replacement of an indenture trustee are not paid by the indenture trustee that is being replaced, the depositor will be responsible for the payment of such expenses.

The indenture trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, fraud, willful misconduct or negligence.  The indenture trustee will be entitled to be indemnified by the administrator (at the direction of the issuing entity) for any loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the performance of its duties under the indenture and the other transaction agreements.  Upon the occurrence of an event of default, and in the event the administrator fails to reimburse the indenture trustee, the indenture trustee will be entitled to receive all such amounts owed from cashflow on the trust student loans prior to any amounts being distributed to the noteholders.

The related prospectus supplement will specify the principal office of each indenture trustee.

ADDITIONAL INFORMATION REGARDING THE NOTES

Each class of notes may be fixed rate notes that bear interest at a fixed annual rate or floating rate notes that bear interest at a variable or adjustable annual rate, as more fully described below and in the applicable prospectus supplement.

Fixed Rate Notes

Each class of fixed rate notes will bear interest at the annual rate specified in the applicable prospectus supplement. Interest on each class of fixed rate notes will be computed on the basis of a 360-day year of twelve 30-day months. See “Description of the Notes—Principal and Interest on the Notes” in this prospectus.

Floating Rate Notes

Each class of floating rate notes will bear interest at an annual rate determined by reference to an interest rate index, plus or minus any spread, and multiplied by any spread multiplier, as specified in the related prospectus supplement. The related prospectus supplement will also designate the interest rate index for a floating rate note. The index may be based on LIBOR, a commercial paper rate, a federal funds rate, a United States Department of the Treasury (the “Treasury”) securities rate, a negotiable certificate of deposit rate or some other rate that is an interest rate for debt instruments.  See “—Determination of Indices” below for a more detailed description of potential indices and how they are calculated.

Floating rate notes also may have either or both of the following:

· a maximum limitation, or ceiling, on its interest rate, and

· a minimum limitation, or floor, on its interest rate.

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In addition to any prescribed maximum interest rate, the interest rate applicable to any class of floating rate notes will in no event be higher than any maximum rate permitted by law.

Each trust that issues a class of floating rate notes will appoint, and enter into agreements with, a calculation agent to calculate interest on that class. The applicable prospectus supplement will identify the calculation agent, which may be the administrator, the trustee or the eligible lender trustee, as applicable, or the indenture trustee for that series. In the absence of manifest error, all determinations of interest by the calculation agent will be conclusive for all purposes and will be binding on the holders of the floating rate notes. All percentages resulting from any calculation of the rate of interest on a floating rate note will be rounded, if necessary, to the nearest 1/100,000 of 1%, or 0.0000001, with five one-millionths of a percentage point being rounded upward.

Auction Rate Notes

Unless stated otherwise in the applicable prospectus supplement, the interest rate for auction rate notes will be reset at the interest rate determined pursuant to the auction procedures described below. Interest on the auction rate notes will accrue daily and will be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. Interest and, if applicable, principal on the auction rate notes will be payable on the first business day following the expiration of each accrual period for the auction rate notes.

Determination of Note Interest Rates.  The procedures that will be used in determining the interest rates on the auction rate notes are summarized in the following paragraphs.

The interest rate on each class of auction rate notes will be determined periodically by means of a “Dutch Auction.” In the Dutch Auction, investors and potential investors submit orders through one or more registered broker-dealers, which have been engaged to perform this function for the related issuing entity, as to the principal amount of auction rate notes that they wish to buy, hold or sell at various interest rates.  The broker-dealers submit their clients’ orders to the auction agent. The auction agent processes all orders submitted by these eligible broker-dealers and determines the interest rate for the upcoming accrual period. The broker-dealers are notified by the auction agent of the interest rate for the upcoming accrual period and are provided with settlement instructions relating to purchases and sales of auction rate notes. Auction rate notes will be purchased and sold between investors and potential investors at a price equal to their then-outstanding principal balance plus any accrued interest. The auction agent and broker-dealers will be listed in the applicable prospectus supplement. The prospectus supplement will also set forth the fees of the auction agent and the broker-dealers.

In the auction, the following types of orders may be submitted:

· “bid/hold orders”—specify the minimum interest rate that a current investor is willing to accept in order to continue to hold auction rate notes for the upcoming accrual period;

· “sell orders”—an order by a current investor to sell a specified principal amount of auction rate notes, regardless of the upcoming interest rate; and

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· “potential bid orders”—specify the minimum interest rate that a potential investor, or a current investor wishing to purchase additional auction rate notes, is willing to accept in order to buy a specified principal amount of auction rate notes.

If an existing investor does not submit orders with respect to all its auction rate notes, the investor will be deemed to have submitted a hold order at the new interest rate for that portion of the auction rate notes for which no order was received.

The following example helps illustrate how the auction procedures are used in determining the interest rate on a class of auction rate notes.

(a)           Assumptions:

1. Denominations (Units)	= $50,000
2. Interest period	= 28 days
3. Principal amount outstanding	= $50 Million (1000 Units)

(b)           Summary of all orders received for the auction

Bid/Hold Orders	Sell Orders	Potential Bid Orders
20 Units at 2.90%	100 Units Sell	40 Units at 2.95%
	100 Units Sell	60 Units at 3.00%
60 Units at 3.02%	200 Units Sell	100 Units at 3.05% 100 Units at 3.10%
120 Units at 3.05%	400 Units	100 Units at 3.11%
		100 Units at 3.14%
200 Units at 3.10%		200 Units at 3.15%
200 Units at 3.12%		700 Units
600 Units

The total units under bid/hold orders and sell orders always equal the issue size (in this case 1000 units), less any units held by investors not submitting a bid (in this case 0 units).

(c)           Auction agent organizes orders in ascending order

Order Number	Number of Units	Cumulative Total (Units)	Percent	Order Number	Number of Units	Cumulative Total (Units)	Percent
1.	20(W)	20	2.90%	7.	200(W)	600	3.10%
2.	40(W)	60	2.95%	8.	100(W)	700	3.10%
3.	60(W)	120	3.00%	9.	100(W)	800	3.11%
4.	60(W)	180	3.02%	10.	200(W)	1000	3.12%
5.	100(W)	280	3.05%	11.	100(L)		3.14%
6.	120(W)	400	3.05%	12.	200(L)		3.15%

__________

(W)  Winning Order                                                      (L)  Losing Order

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Order #10 is the order that clears the market of all available units. All winning orders are awarded the winning rate (in this case, 3.12%) as the interest rate for the next accrual period, at the end of which another auction will be held. Multiple orders at the winning rate are allocated units on a pro rata basis. Regardless of the results of the auction, the interest rate will not exceed the maximum auction rate specified in the applicable prospectus supplement.

The example assumes that a successful auction has occurred, that is, that all sell orders and all bid/hold orders below the new interest rate were fulfilled. However, there may be insufficient potential bid orders to purchase all the auction rate notes offered for sale. In these circumstances, the interest rate for the upcoming accrual period will equal the maximum auction rate. Also, if all the auction rate notes are subject to hold orders (i.e., each holder of auction rate notes wishes to continue holding its auction rate notes, regardless of the interest rate), the interest rate for the upcoming accrual period will equal the all hold rate which will be set forth in the applicable prospectus supplement.

If a payment default on the notes has occurred (which is a failure to pay interest or principal when due and owing), the rate will be the non-payment rate that will be set forth in the related prospectus supplement.

Maximum Auction Rate and Interest Carryovers.  If the auction rate for a class of auction rate notes is greater than the maximum auction rate, then the interest rate applicable to those auction rate notes will be the maximum auction rate.

In such event, if the interest rate for a class of auction rate notes is set at the auction student loan rate (which is the weighted average interest rate of the trust student loans minus the rate of administrative expenses), the excess of (a) the lower of (1) the auction rate and (2) the maximum auction rate which would have been applied if the auction student loan rate were not a component of the maximum auction rate, over (b) the auction student loan rate will be carried over for that class of auction rate notes. If there are insufficient bid orders to purchase all the auction rate notes of a class of auction rate notes offered for sale in an auction and the interest rate for that class of auction rate notes is set at the auction student loan rate, the excess of the maximum auction rate which would have been applied if the auction student loan rate was not a component of the maximum auction rate over the auction student loan rate will be carried over for that class of auction rate notes. The carryover amount will bear interest calculated at the one-month LIBOR rate. The ratings of the notes do not address the payment of carryover amounts or interest accrued on carryover amounts.

The carryover amount for any class of auction rate notes plus any interest accrued thereon will be allocated to the auction rate notes on a quarterly distribution date to the extent funds are available as described in the applicable prospectus supplement on that quarterly distribution date. Any carryover amount and interest accrued on the carryover amount so allocated will be paid to the registered owner on the record date with respect to which the carryover amount accrued on the immediately succeeding auction rate distribution date.

The margin to be added to the LIBOR rates for purposes of determining the maximum rate will vary depending on the then-current rating of the applicable class of auction rate notes and will be set forth in the applicable prospectus supplement.

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If the auction agent fails to complete the auction procedures for a class of auction rate notes, those notes will bear interest for the next auction period at the maximum rate.  If, during the auction process, each holder of a class of auction rate notes indicates a desire to hold the notes regardless of the interest rate, that class of notes will bear interest at the “all hold rate” (which will be defined in each related prospectus supplement).  If a payment default occurs, the notes will bear interest at a “non-payment rate” (which will be defined in each related prospectus supplement).

Changes in Auction Period.  The broker-dealers may, from time to time, change the length of the auction period for a class of auction rate notes in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the auction period and the interest rate borne by the auction rate notes. The broker-dealers will initiate the auction period adjustment by giving written notice to the indenture trustee, the auction agent, each rating agency and the registered owners of the notes as described in the applicable prospectus supplement. Any adjusted auction period, unless otherwise set forth in the applicable prospectus supplement, will be at least 7 days but not more than 270 days. The auction period adjustment will take effect only if approved by the broker-dealers and if the auction agent receives orders sufficient to complete the auction for the new auction period at a rate of interest below the maximum auction rate.

Changes in the Auction Date.  The broker-dealers may specify a different auction date for a class of auction rate notes in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an auction date for the auction rate notes. The broker-dealers will provide notice of their determination to specify an earlier auction date in writing at least 10 days prior to the proposed changed auction date to the indenture trustee, the auction agent, each rating agency and the registered owner.

The Reset Rate Notes

General.  The applicable currency and interest rate for a class of reset rate notes will be reset from time to time in a currency and at an interest rate determined using the procedures described below.

Interest.  Interest will be payable on the reset rate notes on each applicable distribution date as set forth in the related prospectus supplement. Unless otherwise specified in the related prospectus supplement, interest on a class of reset rate notes during any reset period when they bear a fixed rate of interest will accrue daily and will be computed based on:

· if a class of reset rate notes is denominated in U.S. Dollars, a 360-day year consisting of twelve 30-day months; or

· if a class of reset rate notes is denominated in a currency other than U.S. Dollars, generally, the Actual/Actual (ISMA) accrual method or such other day-count convention as will be set forth in the related remarketing terms determination date notice and in the related prospectus supplement.  See “—Determination of Indices—Day-Count Basis; Interest Rate Change Dates; Interest Rate Determination Dates” below for a description of potential day-count conventions including Actual/Actual (ISMA).

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Interest on a class of reset rate notes during any reset period when they bear a floating rate of interest based on three-month LIBOR will accrue daily and will be computed based on the actual number of days elapsed and a 360-day year.

Interest on a class of reset rate notes during any reset period when they bear a floating rate of interest based on LIBOR, GBP-LIBOR, EURIBOR or another index, may be computed on a different basis and use a different interval between interest rate determination dates as described below under “—Determination of Indices—Day Count Basis; Interest Rate Change Dates; Interest Rate Determination Dates” below.

Except for the initial accrual period, an accrual period during any reset period when any class of reset rate notes bears interest at a floating rate of interest, including both U.S. Dollar and non-U.S. Dollar denominated notes, will begin on the last applicable distribution date and end on the day before the next applicable distribution date. Accrual periods when a class of reset rate notes is denominated in U.S. Dollars and bears interest at a fixed rate will begin generally on the 25th day of the month of the immediately preceding distribution date and end on the 24th day of the month of the then-current distribution date, or as otherwise specified in the related prospectus supplement. Accrual periods and distribution dates for payments of interest during any reset period when a class of reset rate notes bears a fixed rate of interest and is denominated in a currency other than U.S. Dollars, may be monthly, quarterly, semi-annual or annual, as specified in the related prospectus supplement and, with respect to a remarketing, in the related remarketing terms determination date notice as described under “—Reset Periods” below.

Principal.  In general, payments of principal will be made or allocated to any class of reset rate notes on each distribution date in the amount and payment priorities as set forth in the related prospectus supplement. During any reset period a class of reset rate notes may be structured not to receive a payment of principal until the end of the reset period. If a class of reset rate notes is structured in this manner, amounts that otherwise would have been paid to the reset rate noteholders of that class as principal will instead be deposited into an accumulation account established for that class. In that case, those funds will remain in the accumulation account until the next reset date (unless there occurs, prior to that reset date, an optional purchase of the remaining trust student loans by the related servicer or a successful auction of the remaining trust student loans by the indenture trustee) as described in the related prospectus supplement. If structured in this manner, on each reset date, the trust will pay as a distribution of principal all amounts, less any investment earnings, on deposit in an accumulation account, including any amounts deposited on that reset date, to the reset rate noteholders of such class, or to the related swap counterparty for payment to the reset rate noteholders of such class, if the reset rate notes are then denominated in a currency other than U.S. Dollars.

Reset Periods.  During the initial reset period for each class of reset rate notes, interest will be payable on each distribution date at the interest rates shown in the applicable prospectus supplement. We refer to each initial reset date, together with each date thereafter on which a class of

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reset rate notes may be reset with respect to the currency and/or interest rate mode, as a “reset date” and each period in between the reset dates as a “reset period”. All reset dates will occur on a distribution date, and each reset period will end on the day before a distribution date. However, no reset period may end after the day before the related maturity date for the applicable class of reset rate notes.

The applicable currency and interest rate on each class of reset rate notes will be reset as of each reset date as determined by:

· the remarketing agents, in consultation with the administrator, with respect to the length of the reset period, the currency, i.e. U.S. Dollars, Pounds Sterling, Euros or another currency, whether the interest rate is fixed or floating and, if floating, the applicable interest rate index, the day-count convention, the interest rate determination dates, the interval between interest rate change dates during each accrual period, and the related all-hold rate, if applicable; and

· the remarketing agents with respect to the determination of the fixed rate of interest or spread to the chosen interest rate index, as applicable.

In the event that a class of reset rate notes is reset to pay (or continues to pay) in a currency other than U.S. Dollars, the reset rate notes are said to be in foreign exchange mode. In such case, the administrator will be responsible for arranging, on behalf of the trust, the required currency swaps to hedge, in whole or in part, against the currency exchange risks that result from the required payment to the reset rate noteholders in a currency other than U.S. Dollars and, together with the remarketing agents, for selecting one or more eligible swap counterparties. In the event that a class of reset rate notes is reset to bear or continues to bear a fixed rate of interest, the administrator will be responsible for arranging, on behalf of the trust, the required interest rate swaps to hedge the basis risk that results from the payment of a fixed rate of interest on the reset rate notes and, together with the remarketing agents, for selecting one or more eligible swap counterparties. See “—Fixed Rate Mode” below.  The spread for each reset period will be determined in the manner described under “—Spread Determination Date”.

Each reset period will be no less than three months and will always end on the day before a distribution date. The applicable distribution dates when holders will receive interest and/or principal payments will be determined by the remarketing agents, in consultation with the administrator, on the applicable remarketing terms determination date in connection with the establishment of each reset period.

Absent a failed remarketing, holders that wish to be repaid on a reset date will be able to obtain a 100% repayment of principal by tendering their reset rate notes pursuant to the remarketing process, provided that tender is deemed mandatory when a class of reset rate notes is denominated in a currency other than U.S. Dollars during either the then-current or the immediately following reset period, as more fully discussed below.

Interest on each class of reset rate notes during each reset period after the initial reset period will accrue and be payable either:

· at a floating interest rate, in which case such reset rate notes are said to be in floating rate mode, or

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· at a fixed interest rate, in which case such reset rate notes are said to be in fixed rate mode,

in each case as determined by the remarketing agents, in consultation with the administrator and in accordance with the remarketing agreement and the applicable remarketing agency agreement.

Remarketing Terms Determination Date.  The initial reset dates for each class of reset rate notes will be as set forth in the related prospectus supplement. On a date that is at least eight business days prior to each reset date, which notice date we refer to as the “remarketing terms determination date,” unless notice of the exercise of the call option described below has already been given, the remarketing agents will notify the related reset rate noteholders whether tender is deemed mandatory or optional as described under “—Tender of Reset Rate Notes; Remarketing Procedures” below. In consultation with the administrator, the remarketing agents will also establish the following terms for the reset rate notes on or prior to the remarketing terms determination date, which terms will be applicable during the upcoming reset period:

· the weighted average life of that class of reset rate notes under several assumed prepayment scenarios;

· the name and contact information of the remarketing agents;

· the next reset date and reset period;

· the applicable minimum denomination and additional increments;

· if two or more classes of reset rate notes are successfully remarketed on the same reset date, whether there will be any change in their relative priorities with respect to the right to receive payments of principal;

· the interest rate mode, i.e., fixed rate or floating rate;

· the applicable currency;

· if in foreign exchange mode, the identities of the eligible swap counterparties from which bids will be solicited;

· if in foreign exchange mode, the applicable distribution dates on which interest and principal will be paid, if other than quarterly;

· 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 (as will be the case generally, but not exclusively, wherever such class bears a fixed rate of interest);

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· if in floating rate mode described under “Additional Information Regarding the Notes—Floating Rate Notes,” the applicable interest rate index;

· if in floating rate mode, the interval between interest rate change dates;

· if in floating rate mode, the applicable interest rate determination date;

· if in fixed rate mode, the applicable fixed rate pricing benchmark;

· if in fixed rate mode, the identities of the eligible swap counterparties from which bids will be solicited;

· 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;

· the applicable interest rate day-count basis;

· the related all-hold rate, if applicable; and

· the principal payment priority of the applicable class, if it will differ from that previously in effect.

Any interest rate mode other than a floating rate based on LIBOR or a commercial paper rate will require satisfaction of the “rating agency condition,” which means the written confirmation or reaffirmation, as the case may be, from each rating agency then rating the notes that any intended action will not result in the downgrading of its then-current rating of any class of notes.

The remarketing agents will communicate this information by written notice, through DTC, Euroclear and Clearstream, Luxembourg, as applicable, to the holders of the applicable class of reset rate notes, the indenture trustee and the rating agencies on the related remarketing terms determination date.

If a class of reset rate notes is denominated in U.S. Dollars during the then-current reset period and will continue to be denominated in U.S. Dollars during the immediately following reset period, on each remarketing terms determination date, the remarketing agents, in consultation with the administrator, will establish the related all-hold rate, as described below. In this event, the reset rate noteholders of that class will be given not less than two business days to choose whether to hold their reset rate notes by delivering a hold notice to the remarketing agents, in the absence of which their reset rate notes will be deemed to have been tendered. See “—Tender of Reset Rate Notes; Remarketing Procedures” below. If a class of reset rate notes is in foreign exchange mode either during the then-current reset period or will be reset into foreign exchange mode on the immediately following reset date, the related noteholders will be deemed to have tendered their reset rate notes on the related reset date, regardless of any desire by such holders to retain their ownership thereof, and no all-hold rate will be applicable.

If applicable, the all-hold rate will be the minimum rate of interest that will be effective for the upcoming reset period. If the rate of interest using the spread or fixed rate of interest established on the spread determination date, defined below, is higher than the all-hold rate, all noteholders who delivered a hold notice agreeing to be subject to the all-hold rate will be entitled to the higher rate of interest for the upcoming reset period. If 100% of the noteholders elect to hold their reset rate notes for the next reset period, the related reset rate will be the all-hold rate.

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If the remarketing agents, in consultation with the administrator, are unable to determine the terms set forth above that are required to be established on the applicable remarketing terms determination date, then, unless the holder of the call option chooses to exercise its call option, a failed remarketing will be declared on the related spread determination date, all holders will retain their notes, the failed remarketing rate as previously determined in the related prospectus supplement will apply, and a reset period of three months will be established as described under “—Failed Remarketing” below.

In addition, unless notice of the exercise of the related call option has already been given, the administrator, not less than fifteen nor more than thirty calendar days prior to any remarketing terms determination date, will provide the required notices as described under “—Tender of Reset Rate Notes; Remarketing Procedures” below.

If a failed remarketing has been declared, all applicable reset rate notes will be deemed to have been held by the applicable holders on the related reset date at the failed remarketing rate regardless of any desire to tender their notes or any mandatory tender of their notes. With respect to any failed remarketing, the next reset period will be established as a three-month period.

Call Option.  Each class of reset rate notes will be subject, as of each reset date, to a call option, held by Holdco or one of its subsidiaries, for 100% of that class of reset rate notes, exercisable at a price equal to 100% of the principal balance of that class of reset rate notes, less all amounts distributed to the related noteholders as a payment of principal, plus any accrued and unpaid interest not paid by the trust through the applicable reset date. The call option may be exercised by Holdco or one of its subsidiaries by giving notice to the administrator of its exercise of the option. This notice may be given at any time during the period beginning on the first day following the distribution date immediately preceding the next applicable reset date until the determination of the related spread or fixed rate of interest on the related spread determination date or upon the declaration of a failed remarketing if declared prior to such date. If exercised, the purchase under the call option will be made effective as of the related reset date. Once notice is given, the holder of the call option may not rescind its exercise of such call option.

If a call option is exercised, the interest rate for the related class of reset rate notes following the reset date of the purchase under the call option will be:

· if no swap agreement was in effect for that class 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

· if one or more swap agreements were in effect for that class during the previous reset period, a three-month LIBOR-based rate equal to the weighted average of the floating rates of interest that the trust paid to the related swap counterparties hedging currency and/or basis risk for that class during the preceding reset period; and

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· a reset period of three months will be established, at the end of which the purchaser under the call option may either remarket that class pursuant to the remarketing procedures set forth below or retain that class for one or more successive three-month reset periods at the existing call rate.

The interest rate will continue to apply for each reset period while the holder of an exercised call option retains the related reset rate notes.

In addition, for reset rate notes listed on the Luxembourg Stock Exchange, the administrator will notify the Luxembourg Stock Exchange of the exercise of a call option and will cause to be published a notice in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu.

Spread Determination Date.  At any time after the notice date but no later than 3:00 p.m., New York City time, on the date which is three business days prior to the related reset date, the remarketing agents will set the applicable spread above or below the applicable index, with respect to reset rate notes that will be in floating rate mode during the next reset period, or applicable fixed rate of interest, with respect to reset rate notes that will be in fixed rate mode during the next reset period, in either case, at a rate that, in the reasonable opinion of the remarketing agents, will enable all of the tendered reset rate notes to be remarketed by the remarketing agents at 100% of the principal balance of that class of reset rate notes. We refer to the date on which the remarketing agents set the applicable spread or fixed rate of interest, as applicable, as the spread determination date.  Also, if applicable, the administrator and the remarketing agents will select from the bids received from the eligible swap counterparty or counterparties, with which the trust will enter into swap agreements to hedge basis and/or currency risks for the next related reset period. If a class of reset rate notes is to be reset to foreign exchange mode, the exchange rate for the applicable currency to be issued on the next reset date, the related extension rate and related failed remarketing rate for the upcoming reset period will be determined pursuant to the terms of the related currency swap agreement. 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 described under “—Reset Rate Notes—Identification Numbers” below.

In addition, on each spread determination date, the remarketing agents will send a written notice to DTC, Euroclear and Clearstream, Luxembourg, as applicable, with instructions to distribute such notice to its related participants in accordance with DTC’s, Euroclear’s and Clearstream, Luxembourg’s respective procedures, the indenture trustee, the Luxembourg Stock Exchange, if the related class of reset rate notes is then listed on the Luxembourg Stock Exchange, or another applicable exchange then listing the applicable notes, and the rating agencies setting forth the applicable spread or fixed rate of interest, as the case may be, any applicable currency exchange rate, and, if applicable, the identity of any swap counterparty or counterparties, including the floating rate (or rates) of interest to be due to each selected swap counterparty on each distribution date during the upcoming reset period as well as the extension rate and failed remarketing rate, if applicable.

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Timeline:  The following chart shows a timeline of the remarketing process:

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Failed Remarketing.  There will be a failed remarketing if:

· the remarketing agents cannot determine the applicable required reset terms (other than the related spread or fixed rate) on the related remarketing terms determination date;

· the remarketing agents cannot establish the required spread or fixed rate on the related spread determination date;

· either sufficient committed purchasers cannot be obtained for all tendered reset rate notes at the spread or fixed rate set by the remarketing agents, or any committed purchasers default on their purchase obligations (and the remarketing agents choose not to purchase those reset rate notes themselves);

· one or more interest rate and/or currency swap agreements satisfying all required criteria cannot be obtained, if applicable as described under “—Foreign Exchange Mode” “—Floating Rate Mode” and “—Fixed Rate Mode” below;

· the trust is unable to obtain a favorable tax opinion with respect to certain tax related matters;

· certain conditions specified in the related remarketing agreement are not satisfied; or

· any rating agency then rating the notes has not confirmed or upgraded its then-current ratings of any class of notes, if such confirmation is required.

In the event a failed remarketing is declared with respect to a class of reset rate notes at a time when such notes are denominated in U.S. Dollars:

· all holders of that class will retain their reset rate notes (including in all deemed mandatory tender situations);

· the related interest rate will be reset to a failed remarketing rate of three-month LIBOR plus the related spread;

· the related reset period will be three months; and

· any existing interest rate swap agreement will be terminated in accordance with its terms.

In the event a failed remarketing is declared with respect to any class of reset rate notes at a time when such notes are denominated in a currency other than U.S. Dollars:

· all holders of that class will retain their reset rate notes;

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· that class will remain denominated in the then-current non-U.S. Dollar currency;

· each existing currency swap agreement will remain in effect and each currency swap counterparty will be entitled to receive quarterly interest payments from the trust at an increased LIBOR-based rate, which we refer to in this prospectus as the “extension rate”;

· the trust will be entitled to receive from each currency swap counterparty, for payment to the applicable reset rate noteholders, quarterly floating rate interest payments at the specified failed remarketing rate; and

· the related reset period will be three months.

If there is a failed remarketing of a class of reset rate notes, however, the related holders of that class will not be permitted 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.

Foreign Exchange Mode.  A class of reset rate noteholders will always receive payments during the related reset period in the currency in which the related class was originally denominated on the closing date with respect to the initial reset period and on the related reset date with respect to subsequent reset periods. As of the closing date with respect to the initial reset period, and as of the related reset date, if a class of reset rate notes are to be reset in foreign exchange mode on that reset date, the administrator, on behalf of the trust, will enter into one or more currency swap agreements with one or more eligible swap counterparties:

· to hedge the currency exchange risk that results from the required payment of principal and interest by the trust in the applicable currency during the upcoming reset period;

· to pay additional interest accrued between the reset date and the special reset payment date as described below, at the applicable interest rate and in the applicable currency for a class of reset rate notes from and including the related reset date to, but excluding the second business day following the related reset date; and

· to facilitate the exchange to the applicable currency of all secondary market trade proceeds from a successful remarketing, or proceeds from the exercise of the call option, on the applicable reset date.

Under any currency swap agreement between the trust and one or more swap counterparties, each related swap counterparty will be obligated to pay to the trust or a paying agent on behalf of the trust, as applicable:

· on the effective date of such currency swap agreement for the related reset date, the U.S. Dollar equivalent of all secondary market trade proceeds received from purchasers of the related class of reset rate notes using the exchange rate established on the effective date of such currency swap agreement or, with respect to the initial currency swap agreement, the U.S. Dollar equivalent of all proceeds received on the closing date from the sale of the related class using the exchange rate set forth in the initial currency swap agreement, as described in the related prospectus supplement;

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· on or before each distribution date, (1) the rate of interest on the related class of reset rate notes multiplied by the outstanding principal balance of the related class of reset rate notes denominated in the applicable currency and (2) the 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 notes, including, on the maturity date for the related class of reset rate notes, if a currency swap agreement is then in effect, the remaining outstanding principal balance of the related class of reset rate notes, but only to the extent that the required U.S. Dollar equivalent amount is received from the trust on such date, using the exchange rate established on the applicable effective date of the currency swap agreement;

· with respect to a distribution date that is also a reset date, other than for distribution dates during a reset period following a reset date upon which a failed remarketing has occurred, up to and including the reset date resulting in a successful remarketing or an exercise of the call option, additional interest at the applicable interest rate and in the applicable currency for the related class of reset rate notes from and including the related reset date to, but excluding, the second business day following the related reset date; and

· on the reset date corresponding to a successful remarketing or an exercise of the call option of the related class of reset rate notes, the currency equivalent of all U.S. Dollar secondary market trade proceeds or proceeds from the exercise of the call option received as of that reset date, as applicable, using the exchange rate established on the effective date of the applicable currency swap agreement for that reset date.

In return, each related swap counterparty will receive from the trust:

· on the effective date of such currency swap agreement for the related reset date, all secondary market trade proceeds received from purchasers of the related class of reset rate notes in the applicable currency;

· on or before each distribution date, (1) an interest rate of three-month LIBOR plus or minus a spread, as determined from the bidding process described below, multiplied by that swap counterpart’s pro rata share, as applicable, of the U.S. Dollar equivalent of the outstanding principal balance of the related class of reset rate notes, and (2) that swap counterpart’s pro rata share of all payments of principal in U.S. Dollars that are allocated to the related class of reset rate notes; provided that if so provided in the related prospectus supplement, all principal payments allocated to such notes on any distribution date will be deposited into the related accumulation account and paid to each related swap counterparty on or about the next reset date (including all amounts required to be deposited in the related accumulation account on the related reset date), but excluding all investment earnings thereon; and

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· on the reset date corresponding to a successful remarketing or an exercise of the call option of the related class of reset rate notes, all U.S. Dollar secondary market trade proceeds or proceeds from the exercise of the call option, as applicable, received (1) from the remarketing agents that the remarketing agents either received directly from the purchasers of the related class of reset rate notes being remarketed, if in U.S. Dollars; (2) from the new swap counterparty or counterparties pursuant to the related currency swap agreements for the upcoming reset period, if in a currency other than U.S. Dollars; or (3) from the holder of the call option, as applicable.

All such currency swap agreements will terminate, generally, on the earliest to occur of:

· the next succeeding related reset date resulting in a successful remarketing;

· the purchase of all outstanding notes on a reset date, following the exercise of a call option;

· the distribution date on which the outstanding principal balance of the related class of reset rate notes is reduced to zero, excluding for such purpose all amounts on deposit in the related accumulation account; or

· the maturity date of the related class of reset rate notes.

Any applicable currency swap agreement may also terminate as a result of the optional purchase of the trust student loans by the related servicer or an auction of the trust student loans by the related indenture trustee. No currency swap agreement will terminate solely due to the declaration of a failed remarketing.

The remarketing agents, in consultation with the administrator, in determining the counterparty or counterparties to the required currency swap agreements, will solicit bids regarding the LIBOR-based interest rate, extension rate and other terms from at least three eligible swap counterparties and will select the lowest of these bids to provide the currency swap agreements. If the lowest bidder specifies a notional amount that is less than the outstanding principal balance 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 currency swap agreement to fully hedge the then outstanding principal balance of the related class of reset rate notes. On or before the spread determination date, the remarketing agents, in consultation with the administrator, will select the swap counterparty or counterparties.

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The terms of all currency swap agreements must satisfy the rating agency condition. The inability to obtain any required currency swap agreement, either as a result of the failure to satisfy the rating agency condition or otherwise, will, in the absence of an exercise of the call option, result in the declaration of a failed remarketing on the related reset date; provided that, if the remarketing agents, in consultation with the administrator, on or before the remarketing terms determination date, determine that it is unlikely that currency swap agreements satisfying the above criteria will be obtainable on the related reset date, the related class of reset rate notes must be reset to U.S. Dollars on the related reset date. No new currency swap agreements will be entered into by the trust for the applicable reset period following an exercise of the call option.

If the related class of reset rate notes either is currently in foreign exchange mode or is to be reset into foreign exchange mode, they will be deemed tendered mandatorily by the holders thereof on the related reset dates. Affected reset rate noteholders desiring to retain some or all of their reset rate notes will be required to repurchase such reset rate notes through the remarketing agents. Such reset rate noteholders may not be allocated their desired amount of notes as part of the remarketing process. In addition, with respect to reset dates where the related class of reset rate notes are to be reset into the same non-U.S. Dollar currency as during the previous period, the aggregate principal balance of the related class of reset rate notes following a successful remarketing probably will be higher or lower than it was during the previous reset period. This will occur as a result of fluctuations in the related U.S. Dollar/applicable non-U.S. Dollar currency exchange rates between the rate in effect on the previous reset date and the new exchange rate that will be in effect for the required replacement currency swap agreements.

If a distribution date for that class of reset rate notes denominated in a foreign currency coincides with a reset date, due to time zone differences and for purposes of making payments through Euroclear and Clearstream, Luxembourg, all principal payments and any remaining interest payments due from the trust will be made to the related reset rate noteholders on or before the second business day following such distribution date. We sometimes refer to such date as the special reset payment date. Under the currency swap agreement for such reset period, the reset rate noteholders will be entitled to receive such amounts plus approximately two additional business days of interest at the interest rate for the prior reset period in the applicable non-U.S. Dollar currency calculated from the period including the related reset date to, but excluding, the second business day following such reset date. However, if a currency swap agreement is terminated, the trust will not pay to the related noteholders interest for those additional days. In addition, for any reset period following a reset date upon which a failed remarketing has occurred, up to and including the reset date resulting in a successful remarketing or an exercise of the call option for that class of reset rate notes as described below, payments of interest and principal to the related reset rate noteholders will be made on the special reset payment date without the payment of any additional interest.

In such event, the trust, in consultation with the administrator, will attempt to enter into a substitute currency swap agreement with similar currency exchange terms in order to obtain sufficient funds to provide for an open market purchase of the amount of the applicable currency needed to make the required payments.

In the event no currency swap agreement is in effect on any applicable distribution date or related reset date when payments are required to be made, the trust will be obligated to engage in a spot currency transaction to exchange U.S. Dollars at the current exchange rate for the applicable currency in order to make payments of interest and principal on the applicable class of reset rate notes in that currency.

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In addition, the indenture will require that, on each reset date that involves a mandatory tender, the trust obtains a favorable opinion of counsel with respect to certain tax related matters; however, prospective purchasers are strongly encouraged to consult with their tax advisors as to the tax consequences to them of purchasing, owning or disposing of a class of reset rate notes.

Floating Rate Mode.  If a class of reset rate notes is to be reset in U.S. Dollars and to bear a floating rate of interest, then, during the corresponding reset period, it will bear interest at a per annum rate equal to the applicable interest rate index, plus or minus the applicable spread, as determined on the relevant spread determination date.

In addition, if the remarketing agents, in consultation with the administrator, determine that it would be in the best interest of the trust based on then-current market conditions during any reset period when a class of reset rate notes bears a floating rate of interest, or if otherwise required to satisfy the rating agency condition, the trust will enter into one or more swap agreements with eligible swap counterparties for the next reset period to hedge some or all of the basis risk. In exchange for providing payments to the trust at the applicable interest rate index plus the related spread, each swap counterparty will be entitled to receive on each distribution date a payment from the trust equal to three-month LIBOR plus or minus a spread, which must satisfy the rating agency condition. The remarketing agents, in consultation with the administrator, generally will use the procedures set forth above under “—Foreign Exchange Mode” in the selection of the related swap counterparties and the establishment of the applicable spread to three-month LIBOR.

Principal payments on a class of reset rate notes in floating rate mode generally will be made on each applicable distribution date. However, if so provided in the related prospectus supplement, principal payments may be allocated to a related accumulation account in the manner described under “—Fixed Rate Mode” below.

Fixed Rate Mode.  If a class of reset rate notes is to be reset in U.S. Dollars and to bear a fixed rate of interest, then the applicable fixed rate of interest for the corresponding reset period will be determined on the spread determination date by adding:

· the applicable spread as determined by the remarketing agents on the spread determination date; and

· 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 notes of comparable average life, provided, that the remarketing agents shall establish such fixed rate equal to the rate that, in the reasonable opinion of the remarketing agents, will enable all of the tendered reset rate notes to be remarketed by the remarketing agents at 100% of their outstanding principal balance. However, such fixed rate of interest will in no event be lower than the related all-hold rate, if applicable.

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Interest on a class of reset rate notes during any reset period when the class bears a fixed rate of interest and is denominated in U.S. Dollars will be computed on the basis of a 360-day year of twelve 30-day months unless the related prospectus supplement states otherwise. Interest on the related class of reset rate notes during any reset period when the class bears a fixed rate of interest and is denominated in a currency other than U.S. Dollars generally will be calculated based on the Actual/Actual (ISMA) accrual method as described under “—Determination of Indices” below, or such other day-count convention as is established on the related remarketing terms determination date or in the related prospectus supplement. Such interest will be payable on each distribution date at the applicable fixed rate of interest, as determined on the spread determination date, during the relevant reset period.

Principal on a class of reset rate notes during any reset period when the class bears a fixed rate of interest, both when the class is denominated in U.S. Dollars and when in foreign exchange mode, generally is not payable on distribution dates. Instead, principal that would be payable on a distribution date 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, unless there occurs prior to the related reset date (but not earlier than the initial reset date), an optional termination of the trust, an optional purchase of the remaining trust student loans by the related servicer or a successful auction of the remaining trust student loans by the related indenture trustee. When the class is denominated in U.S. Dollars, all amounts then on deposit in the related accumulation account, less any investment earnings, including any allocation of principal made on the same distribution date, will be distributed as a payment in reduction of principal on that reset date to the reset rate holders, as of the related record date. When a class is denominated in foreign exchange mode, such amounts will be distributed on or about such reset date to the related swap counterparty, in exchange for the equivalent amount of the applicable non-U.S. Dollar currency to be paid to the related holders on that reset date, subject to any delay in payments through the applicable European clearing agencies.

However, in the event that on any distribution date the amount, less any investment earnings, on deposit in the related accumulation account would equal the outstanding principal balance, or if in foreign exchange mode, the U.S. Dollar equivalent thereof, of the related class of reset rate notes, then no additional amounts will be deposited into the related accumulation account, and all amounts therein, less any investment earnings, will be distributed on the next related reset date to the related holders, or if in foreign exchange mode, on or about such reset date to the related swap counterparty, in exchange for the equivalent amount of the applicable non-U.S. Dollar currency to be paid to related holders on or about that reset date. On such reset date the principal balance of related class of reset rate notes will be reduced to zero. Amounts, less any investment earnings, on deposit in the related accumulation account may be used only to pay principal on related class of reset rate notes, or to make payments to the related swap counterparty, but solely in exchange for the equivalent amount of the applicable non-U.S. Dollar currency at the conversion rate set forth in the related currency swap agreement, and for no other purpose. All investment earnings on deposit in the related accumulation account will be withdrawn on each distribution date and deposited into the collection account.

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The related indenture trustee, subject to sufficient available funds therefor, will deposit into the supplemental interest account the related supplemental interest account deposit amount as described in the related prospectus supplement.

In addition, if a class of reset rate notes is to be remarketed to bear interest at a fixed rate, the trust will enter into one or more interest rate swap agreements with eligible swap counterparties on the related reset date, as applicable, to facilitate the trust’s ability to pay interest at a fixed rate, and such interest rate swap will be made as part of any required currency swap agreement as described in “—Foreign Exchange Mode” above. Each such interest rate swap agreement will terminate, generally, on the earliest to occur of:

· the next succeeding reset date, if the related class of reset rate notes is then denominated in U.S. Dollars, or the next succeeding reset date resulting in a successful remarketing, if that class is then in foreign exchange mode;

· the related reset date of an exercise of the call option;

· the distribution date on which the outstanding principal balance 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 related servicer or an auction of the trust student loans by the related indenture trustee; or

· the maturity date of the related class of reset rate notes.

No interest rate swap agreement with respect to a class of reset rate notes then in foreign exchange mode will terminate solely due to the declaration of a failed remarketing. Each interest rate swap agreement must satisfy the rating agency condition. No new interest rate swap agreement will be entered into by the trust for any reset period where the call option has been exercised. The remarketing agents, in consultation with the administrator, generally will use procedures similar to those set forth above under “—Foreign Exchange Mode” in the selection of the related swap counterparties and the establishment of the applicable spread to three-month LIBOR.

In exchange for providing a payment equal to interest at the fixed rate due to a class of reset rate notes, the related swap counterparty will be entitled to receive on each distribution date a payment from the trust, as a trust swap payment, in an amount based on three-month LIBOR, plus or minus a spread, as determined from the bidding process described above.

Tender of Reset Rate Notes; Remarketing Procedures.  On the date specified in the prospectus supplement, the trust, the administrator and the remarketing agents named therein will enter into a remarketing agreement for the remarketing of the reset rate notes by the remarketing agents. The administrator, in its sole discretion, may change the remarketing agents or designate a lead remarketing agent for the reset rate notes for any reset period at any time on or before the related remarketing terms determination date. In addition, the administrator will appoint one or more

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additional remarketing agents, if necessary, for a reset date when a class of reset rate notes will be remarketed in a currency other than U.S. Dollars. 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.

Unless notice of the exercise of the related call option has already been given, the administrator, not less than fifteen nor more than thirty calendar days prior to any remarketing terms determination date, will:

· inform DTC, Euroclear and Clearstream, Luxembourg, as applicable, of the identities of the applicable remarketing agents and (1) if the applicable class of reset rate notes is denominated in U.S. Dollars in both the then-current and immediately following reset period, that such class of notes is subject to automatic tender on the reset date unless a holder elects not to tender its particular reset rate notes, or (2) if the applicable class of reset rate notes is then in, or to be reset in, foreign exchange mode, that such class of notes is subject to mandatory tender by all of the holders thereof, and

· request that DTC, Euroclear and Clearstream, Luxembourg, as applicable, notify its participants of the contents of the notice given to DTC, Euroclear and Clearstream, Luxembourg, as applicable, the notices to be given on the remarketing terms determination date and the spread determination date, and the procedures that must be followed if any beneficial owner of a reset rate note wishes to retain its notes or any procedures to be followed in connection with a mandatory tender of such note, each as described below.

This will be the only required notice given to holders prior to a remarketing terms determination date and with respect to the procedures for electing not to tender or regarding a mandatory tender of a class of reset rate notes. If DTC, Euroclear and Clearstream, Luxembourg, as applicable, or its respective nominee is no longer the holder of record of the related class of reset rate notes, the administrator will establish procedures for the delivery of any such notice to the related noteholders.

On each remarketing terms determination date, the trust, the administrator and the remarketing agents will enter into a remarketing agency agreement that will set forth certain terms of the remarketing described under “—Remarketing Terms Determination Date” above, and on the related spread determination date, unless a failed remarketing is declared, 100% of the related noteholders have delivered a hold notice, or an exercise of the related call option has occurred, such remarketing agency agreement will be supplemented to include the other required terms of the related remarketing described under “—Spread Determination Date” above.

On the reset date that commences each reset period, if the reset rate notes are not subject to mandatory tender, each reset rate note will be automatically tendered, or deemed tendered, to the relevant remarketing agents for remarketing by such remarketing agents on the reset date at 100% of its outstanding principal balance, unless the holder, by delivery of a hold notice, if applicable, elects not to tender its reset rate note. If the related class of reset rate notes are held in book-entry form, 100% of the outstanding principal balance of such class will be paid in accordance with the standard procedures of DTC, which currently provide for payments in same-day funds or procedures of Euroclear and Clearstream, Luxembourg which, due to time zone differences, will be required to provide for payment of principal and interest due on the related distribution date

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approximately two business days following the reset date, and, with respect to each reset date, other than for any reset period following a reset date upon which a failed remarketing has occurred, up to and including the reset date resulting in a successful remarketing or an exercise of the call option, additional interest at the applicable interest rate and in the applicable non-U.S. Dollar currency from and including the related reset date to, but excluding, the second business day following such reset date. Beneficial owners that tender their reset rate notes through a broker, dealer, commercial bank, trust company or other institution, other than the remarketing agents, may be required to pay fees or commissions to such institution. If a beneficial owner has an account at a remarketing agent and tenders its reset rate notes through that account, the beneficial owner will not be required to pay any fee or commission to the remarketing agents.

If applicable, the hold notice must be received by a remarketing agent during the period commencing on the remarketing terms determination date and ending on the notice date. To ensure that a hold notice is received on a particular day, the beneficial owner must direct its broker or other designated direct or indirect participant to give the hold notice before the broker’s cut-off time for accepting instructions for that day. Different firms may have different cutoff times for accepting instructions from their customers. Accordingly, beneficial owners should consult the brokers or other direct or indirect participants through which they own their interests in the reset rate notes for the cut-off times for those brokers or participants. A delivered hold notice will be irrevocable, but will be subject to a mandatory tender of the reset rate notes pursuant to any exercise of the call option. If a hold notice is not timely received for any reason by a remarketing agent on the notice date, the beneficial owner of a class of reset rate notes will be deemed to have elected to tender such note for remarketing by the relevant remarketing agents. All of the reset rate notes of the applicable class, whether or not tendered, will bear interest upon the same terms.

The remarketing agents will attempt, on a reasonable efforts basis, to remarket the tendered reset rate notes at a price equal to 100% of the aggregate principal balance so tendered. We cannot assure you that the remarketing agents will be able to remarket the entire principal balance of the reset rate notes tendered in a remarketing. The obligations of the remarketing agents will be subject to conditions and termination events customary in transactions of this type, including conditions that all of the notes subject to remarketing in fact were not called, none of the notes have been downgraded or put under review by the applicable rating agencies, no events of default with respect to the notes have occurred, and no material adverse change in the trust’s financial condition has occurred between the remarketing terms determination date and the reset date. If the call option is not timely exercised and the remarketing agents are unable to remarket some or all of the tendered reset rate notes and, in their sole discretion, elect not to purchase those reset rate notes, then the remarketing agents will declare a failed remarketing, all holders will retain their notes, the related reset period will be fixed at three months, and the related interest rate will be set at the related failed remarketing rate.

No noteholder or beneficial owner of any reset rate note will have any rights or claims against any remarketing agent as a result of the remarketing agents’ not purchasing that reset rate note. The remarketing agents will have the option, but not the obligation, to purchase any reset rate notes tendered that they are not able to remarket.

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Each of the remarketing agents, in its individual or any other capacity, may buy, sell, hold and deal in the reset rate notes. Any remarketing agent may exercise any vote or join in any action which any beneficial owner of the reset rate notes may be entitled to exercise or take with like effect as if it did not act in any capacity under the remarketing 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 or the administrator as freely as if it did not act in any capacity under the remarketing agency agreement.

Each of the remarketing agents will be entitled to receive a fee from amounts on deposit in the remarketing fee account in connection with their services rendered for each reset date. The remarketing agents also will be entitled to reimbursement from the trust, on a subordinated basis, or from the administrator, if there are insufficient available funds on the related distribution date, for certain expenses associated with each remarketing. The fees associated with each successful remarketing and certain out-of-pocket expenses with respect to each reset date will be payable generally from amounts on deposit from time to time in the remarketing fee account. Unless otherwise specified in a related prospectus supplement, on each distribution date that is one year or less prior to a reset date, available funds will be deposited into the remarketing fee account, prior to the payment of interest on any class of notes, in an amount up to the quarterly funding amount as specified in the related supplement. If the amount on deposit in the remarketing fee account, after the payment of any remarketing fees there from, exceeds the reset period target amount as specified in the related supplement or, such excess will be withdrawn on the distribution date immediately following the related reset date, deposited into the collection account and included in available funds for that distribution date. In addition, all investments 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. Also, if on any distribution date a senior security interest shortfall would exist, or if on the maturity date for any class of senior notes, available funds would not be sufficient to reduce the principal balance of such class to zero, the amount of such senior security interest shortfall or principal deficiency, as applicable, to the extent sums are on deposit in the remarketing fee account, may be withdrawn from that account and used for payment of interest or principal on the senior notes.

Determination of Indices

Day-Count Basis; Interest Rate Change Dates; Interest Rate Determination Dates.  For any class of notes that bears interest at a LIBOR-based rate, interest due for any accrual period generally will be determined on the basis of an Actual/360 day year. If a class of notes bears interest at a fixed rate and is denominated in U.S. Dollars, interest due for any accrual period generally will be determined on the basis of a 30/360 day year. If a class of reset rate notes bears interest at a floating rate that is not LIBOR-based and/or is denominated in a currency other than U.S. Dollars, the remarketing agents, in consultation with the administrator, will set forth the applicable day-count basis for the related reset period as specified in the related prospectus supplement and in the written notice sent to the reset rate noteholders on the related remarketing terms determination date. The applicable day-count basis will be determined in accordance with prevailing market conventions and existing market conditions, but generally will be limited to the following accrual methods:

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

· “Actual/360” which means that interest or any other relevant factor is calculated on the basis of the actual number of days elapsed in a year of 360 days;

· “Actual/365 (fixed)” which 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;

· “Actual/Actual (accrual basis)” which 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 (payment basis)” which 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; and

· “Actual/Actual (ISMA)” is 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:

· 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

· where the accrual period is longer than the determination period during which the accrual period ends, the sum of:

(1) 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

(2) 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.

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For any class of notes that bears interest at a LIBOR-based rate, the related interest rate determination dates will be LIBOR Determination Dates, as described under “—LIBOR” below. If the reset rate notes bear interest at a floating rate, the remarketing agents, in consultation with the administrator, and in accordance with prevailing market conventions and existing market conditions, will set forth the applicable dates, or intervals between dates, on which the applicable rate of interest will be determined, and the related dates on which such interest rates will be changed during each related accrual period during a reset period, as part of the written notice sent to the reset rate noteholders on the related remarketing terms determination date and as set forth in the related prospectus supplement.

LIBOR. Unless otherwise specified in the related prospectus supplement, “LIBOR, for any accrual period, will be the rate for deposits in U.S. Dollars having the specified maturity commencing on the first day of the accrual period, which appears on Reuters Screen LIBOR01 Page or on such comparable service as is customarily used to quote LIBOR as of 11:00 a.m., London time, on the related LIBOR Determination Date. If this rate does not appear on Reuters Screen LIBOR01 Page or on such comparable service as is customarily used to quote LIBOR, the rate for that LIBOR Determination Date will be determined on the basis of the rates at which deposits in U.S. Dollars, having the specified maturity, are offered by the Reference Banks at approximately 11:00 a.m., London time, on that LIBOR Determination Date to prime banks in the London interbank market. The calculation agent will request the principal London office of each Reference Bank to provide a quotation of its rate. If at least two quotations are provided, the rate for that LIBOR Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the calculation agent, at approximately 11:00 a.m., New York City time, on that LIBOR Determination Date for loans in U.S. Dollars to leading European banks having the specified maturity.  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. For purposes of calculating LIBOR, a business day is any day on which banks in New York City and the City of London are open for the transaction of international business.  For the LIBOR-based notes, interest due for any accrual period will be determined on an Actual/360 basis.

For this purpose:

· “LIBOR Determination Date” means, for each accrual period, the second business day before the beginning of that accrual period.

· “Reference Banks” means four major banks in the London interbank market selected by the administrator.

· “Reuters Screen LIBOR01 Page” means the display page so designated on the Reuters Monitor Money Rates Service, or such other page that may replace that page on that service, or such other service as may be nominated as the information vendor for the purposes of displaying comparable rates or prices.

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GBP-LIBOR.  Unless otherwise specified in the related prospectus supplement, “GBP-LIBOR, for any accrual period, will be the rate for deposits in Pounds Sterling having the specified maturity commencing on the first day of the accrual period, which appears on Reuters Screen 3750 Page or on such comparable service as is customarily used to quote GBP-LIBOR as of 11:00 a.m. London time, on the related GBP-LIBOR Determination Date.  If this rate does not appear on Reuters Page 3750 or on such comparable service as is customarily used to quote GBP-LIBOR, the rate for that GBP-LIBOR Determination Date will be determined on the basis of the rates at which deposits in Pounds Sterling, having the specified maturity are offered by the Reference Banks at approximately 11:00 a.m., London time, on that GBP-LIBOR Determination Date, to prime banks in the London interbank market.  The calculation agent will request the principal London office of each Reference Bank to provide a quotation of its rate.  If at least two quotations are provided, the rate for that GBP-LIBOR Determination Date will be the arithmetic mean of the quotations.  If fewer than two quotations are provided, the rate for that GBP-LIBOR Determination Date will be the arithmetic mean of the rates quoted by prime banks in London, selected by the calculation agent, 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.  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 will be determined on an Actual/365 basis.

For this purpose:

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

· “Reference Banks” means four major banks in the London interbank market selected by the administrator.

· “Reuters Screen 3750 Page” means the display page so designated on the Reuters Monitor Money Rates Service, or such other page that may replace that page on that service, or such other service as may be nominated as the information vendor for the purposes of displaying comparable rates or prices.

· “Settlement Day” means any day on which TARGET2 (the Trans-European Automated Real-time Gross Settlement Express Transfer System) is open which is also a day on which banks in New York City are open for business.

EURIBOR.  Unless otherwise specified in the related prospectus supplement, “EURIBOR, for any accrual period, will be the rate for deposits in Euros having the specified maturity commencing on the first day of the accrual period, which appears on Reuters Screen 248 Page or on such comparable service as is customarily used to quote EURIBOR as of 11:00 a.m., Brussels time, on the related EURIBOR Determination Date.  If this rate does not appear on Reuters Screen 248 Page or on such comparable service as is customarily used to quote EURIBOR, the rate for that EURIBOR Determination Date will be determined on the basis of the rates at which deposits in Euros, having the applicable maturity, are offered by Reference Banks at approximately 11:00 a.m., Brussels time, on that EURIBOR Determination Date, to prime banks in the Euro-zone interbank market.  The

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calculation agent will request the principal Euro-zone office of each Reference Bank to provide a quotation of its rate.  If at least two quotations are provided, the rate for that EURIBOR Determination Date will be the arithmetic mean of the quotations.  If fewer than two quotations are provided, the rate for that EURIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in the Euro-zone, selected by the calculation agent, at approximately 11:00 a.m. Brussels time, on that EURIBOR Determination Date for loans in Euros to leading European banks having the applicable maturity.  If the banks selected as described above are not providing quotations, EURIBOR in effect for the applicable accrual period will be EURIBOR in effect for the previous accrual period.

For all EURIBOR-based securities, interest due for any accrual period will be determined on an Actual/360 basis.

For this purpose:

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

· “Reference Banks” means four major banks in the Euro-zone interbank market selected by the administrator.

· “Reuters Screen 248 Page” means the display page so designated on the Reuters Monitor Money Rates Service, or such other page that may replace that page on that service, or such other service as may be nominated as the information vendor for the purposes of displaying comparable rates or prices.

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

Commercial Paper Rate.  If the reset rate notes bear interest based on the commercial paper rate (the “Commercial Paper Rate”), the Commercial Paper Rate for any relevant interest determination date, unless otherwise specified in the related prospectus supplement, will be 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 determination date under the heading “Commercial Paper—Financial.”

The administrator will observe the following procedures if the commercial paper rate cannot be determined as described above:

· If the rate described above is not published in H.15(519) by 3:00 p.m., New York City time, on that interest 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 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.” The “Bond Equivalent Yield” will be calculated as follows:

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Bond Equivalent Yield =	N × D	x 100
	360 (D × 90)

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 days or 366 days, as the case may be.

· If the rate described in the prior paragraph cannot be determined, the Commercial Paper Rate will remain the commercial paper rate then in effect on that interest determination date.

· The Commercial Paper Rate will be subject to a lock-in period of six New York City business days.

CMT Rate.  If any class of notes bear interest based on the Treasury constant maturity rate (the “CMT Rate”), the CMT Rate for any relevant interest determination date, unless otherwise specified in the related prospectus supplement, will be the rate displayed on the applicable Designated CMT Page shown below by 3:00 p.m., New York City time, on that interest determination date under the caption “...Treasury Constant Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45 p.m.,” under the column for:

· If the Designated CMT Page is Reuters Screen FRBCMT Page, the rate on that interest determination date; or

· If the Designated CMT Page is Reuters Screen 7052 Page, the average for the week, or the month, as specified on the related remarketing terms determination date, ended immediately before the week in which the related interest determination date occurs.

The following procedures will apply if the CMT Rate cannot be determined as described above:

· If the rate described above is not displayed on the relevant page by 3:00 p.m., New York City time, on that interest determination date, unless the calculation is made earlier and the rate is available from that source at that time on that interest 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.

· 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 determination date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the CMT Rate will be the Treasury constant maturity rate, or other Treasury rate, for the index maturity and with reference to the relevant interest determination date, that is published by either the Board of Governors of the Federal Reserve System or the Treasury and that the administrator determines to be comparable to the rate formerly displayed on the Designated CMT Page shown above and published in H.15(519).

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· 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 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 nonmalleable fixed rate obligations of the 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.

· If the administrator cannot obtain three Treasury Note quotations of the kind described in the prior paragraph, 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 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.

· 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 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.

· If fewer than three leading primary United States government securities dealers selected by the administrator are quoting as described above, the CMT Rate will remain the CMT Rate then in effect on that interest determination date.

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Federal Funds Rate.  If any class of notes bears interest based on the federal funds rate (the “Federal Funds Rate”), the Federal Funds Rate for any relevant interest determination date, unless otherwise specified in the related prospectus supplement, will be the rate for U.S. Dollar federal funds, as published in H.15(519) for that day opposite the caption “Federal Funds (Effective)” as that rate is displayed on that interest determination date on FedFunds1 under the heading “Federal Funds Rate.” The administrator will observe the following procedures if the Federal Funds Rate cannot be determined as described above:

· If the rate described above does not appear on FedFunds1 or is not yet published in H.15(519) by 3:00 p.m., New York City time, on that interest determination date, unless the calculation is made earlier and the rate was available from that source at that time, then the Federal Funds Rate for the relevant interest determination date will be the rate described above in H.15 Daily Update, or any other recognized electronic source used for the purpose of displaying such rate, opposite the heading “Federal Funds (Effective).”

· If the rate described above does not appear on FedFunds1 or is not yet published in 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 that interest determination date, the Federal Funds Rate for that interest determination date will be the arithmetic mean of the rates for the last transaction in overnight U.S. Dollar federal funds arranged by three leading brokers of federal funds transactions in New York City, selected by the administrator, on that interest determination date.

· If fewer than three brokers selected by the administrator are quoting as described above, the Federal Funds Rate will remain the Federal Funds Rate then in effect on the relevant interest determination date.

91-day Treasury Bill Rate.  If any class of notes bears interest at the 91-day Treasury Bill Rate (the “91-day Treasury Bill Rate”), the 91-day Treasury Bill Rate for any relevant interest determination date, unless otherwise specified in the related prospectus supplement, will be 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 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 New York City business days.

Prime Rate.  If any class of notes bears interest based on the prime rate (the “Prime Rate”), the Prime Rate for any relevant interest determination date, unless otherwise specified in the related prospectus supplement, will be 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 determination date under the heading “Bank Prime Loan.”

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The administrator will observe the following procedures if the Prime Rate cannot be determined as described above:

· 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 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 determination date, as published in H.15 Daily Update or another recognized electronic source for displaying such rate opposite the caption “Bank Prime Loan.”

· 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 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 determination date.

· If fewer than four rates appear on the Reuters Screen USPRIME1 page on the relevant interest 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 determination date by three major banks in New York City selected by the administrator.

· 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 determination date.

Successor Service.  When an interest rate or interest rate index is determined by reference to any display page provided by an information vendor, such as Reuters or Bloomberg, such page shall mean the display page so designated on the information vendor’s service or any successor service.  A successor service shall mean the successor display page, other published source, information vendor or provider that has been selected by the administrator and published on the administrator’s website or if the administrator has not selected and published a successor service, the successor display page, other published source, information vendor or provider that has been officially designated by the sponsor of the original page or service.

Auction Rate.  If any class of notes bears interest based on an auction rate, the auction rate will be determined as described in “Additional Information Regarding the Notes—Auction— Rate Notes.”

Other Indices.  If the reset rate notes are reset on a reset date to pay in floating rate mode based on a non-U.S. Dollar currency other than Pounds Sterling or Euros, the administrator, in consultation with the remarketing agents, shall select an appropriate alternative interest rate index that satisfies the rating agency condition. In addition, each related prospectus supplement may also set forth additional interest rate indices and accrual methods that may be applicable for any class of reset rate notes.

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Distributions

Beginning on the distribution date specified in the related prospectus supplement, the applicable trustee will make distributions of principal and interest on each class of notes.

To the extent specified in the related prospectus supplement, one or more classes of notes of a trust may have targeted scheduled distribution dates on which the notes will be paid in full or in part to the extent the trust is able to issue in sufficient amount additional notes in order to pay in full or in part the original notes issued by the trust. The proceeds of such additional notes, which may be issued publicly or privately, will be applied to pay the specified class of original notes in the manner set forth in the related prospectus supplement, and the additional notes will receive principal payments in the amounts and with the priority specified in the related prospectus supplement.

Credit Enhancement and Other Support

General

The related prospectus supplement will describe the amounts and types of credit or cash flow enhancement arrangements for each series. If provided in the related prospectus supplement, credit or cash flow enhancement may take the form of:

· subordination of one or more classes of notes,

· reserve accounts,

· capitalized interest accounts,

· cash capitalization or cash collateral accounts,

· supplemental interest accounts,

· investment premium purchase accounts,

· investment reserve accounts,

· overcollateralization,

· letters of credit,

· liquidity agreements,

· pool insurance policies,

· financial guaranty insurance policies or surety bonds,

· repurchase bonds, or

· any combination of the foregoing.

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The presence of a reserve account and other forms of credit or liquidity enhancement is intended to enhance the likelihood of receipt by the noteholders of the full amount of distributions when due and to decrease the likelihood that the noteholders will experience losses.

Credit enhancement will not provide protection against all risks of loss and will not guarantee repayment of all distributions. If losses occur which exceed the amount covered by any credit enhancement or which are not covered by any credit enhancement, noteholders will bear their allocable share of deficiencies, as described in the related prospectus supplement. In addition, if a form of credit enhancement covers more than one series of notes, noteholders of any of those series will be subject to the risk that the credit enhancement will be exhausted by the claims of noteholders of other series.

Subordination of Notes

If specified in the related prospectus supplement one or more classes of notes of a series may be subordinate notes.  The rights of the holders of subordinate notes to receive distributions of principal and interest from the collection account on any distribution date will be subordinated, to the extent provided in the related prospectus supplement, to those rights of the holders of senior notes.  The related prospectus supplement will set forth information concerning the amount of subordination of a class or classes of subordinate notes in a series, the circumstances in which that subordination will be applicable and the manner, if any, in which the amount of subordination will be effected.

Reserve Accounts

The related prospectus supplement will describe how amounts in any reserve account will be available to cover shortfalls in payments due on the notes.  It will also describe how amounts on deposit in the reserve account in excess of the specified reserve account balance will be distributed to noteholders.

Capitalized Interest Accounts

If specified in the related prospectus supplement, the depositor may deposit cash or eligible investments on the closing date into a capitalized interest account maintained by the indenture trustee for the purpose of providing additional available funds to pay interest on the notes for a limited time period following the closing date.  Any amount remaining in the capitalized interest account at the end of such limited time period will be remitted as specified in the related prospectus supplement.

Cash Capitalization or Cash Collateral Accounts

If specified in the related prospectus supplement, the depositor may be required to deposit cash into a cash capitalization or cash collateral account maintained by the indenture trustee for the purpose of assuring the availability of funds to pay interest on the notes.  Amounts in the cash capitalization or cash collateral account will be remitted as specified in the related prospectus supplement.

Supplemental Interest Accounts

If specified in the related prospectus supplement and with respect to one or more classes of reset rate notes, on each applicable distribution date, the indenture trustee, subject to sufficient available funds therefor, will deposit into one or more supplemental interest accounts the related supplemental interest account deposit amount for the purpose of providing additional available funds to pay interest on the notes.  Amounts in the supplemental interest account will be remitted as specified in the related prospectus supplement.

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Investment Premium Purchase Accounts

If specified in the related prospectus supplement and with respect to one or more classes of reset rate notes, on each applicable payment date, the indenture trustee, subject to sufficient available funds therefor, will deposit amounts into the investment premium purchase account which may be utilized to purchase eligible investments at a price greater than par. Amounts in the investment premium purchase account will be remitted as specified in the related prospectus supplement.

Investment Reserve Accounts

If specified in the related prospectus supplement and with respect to one or more classes of reset rate notes, amounts may be required to be deposited into an investment reserve account to offset the effect of a downgrade of eligible investments in a related accumulation account.  Such amounts will be funded on each applicable distribution date, to the level necessary to satisfy the rating agency condition, subject to a maximum amount, prior to any distributions of principal to classes of subordinated notes.  If there are insufficient available funds following any such deposit, principal payments to subordinated notes may be delayed.

Overcollateralization

If specified in the related prospectus supplement, subordination provisions of a trust may be used to accelerate, to a limited extent, the amortization of one or more classes of notes relative to the amortization of the related trust student loans.  The accelerated amortization is achieved by the application of excess interest to the payment of principal of one or more classes of notes.  This acceleration feature creates overcollateralization, which is the excess of the total principal balance of the related trust student loans, over the principal balance of the related class or classes of notes.  This acceleration may continue for the life of the related notes, or may be limited.  In the case of limited acceleration, once the required level of overcollateralization is reached, the limited acceleration feature may cease, unless necessary to maintain the required level of overcollateralization.

Letters of Credit

If specified in the related prospectus supplement, credit support for a series of notes may be provided by the issuance of a letter of credit by the bank or financial institution that is specified in such prospectus supplement.  The coverage, amount and frequency of any reduction in coverage provided by a letter of credit issued for a series of notes will be set forth in the related prospectus supplement.

Liquidity Agreements

If specified in the related prospectus supplement, credit or liquidity support for a series of notes may be provided by advances made to the issuing entity by a liquidity provider(s) under the terms and conditions of a liquidity agreement(s).  The amount, frequency and other material terms of any advances made by a liquidity provider to the issuing entity related to a series of notes will be set forth in the related prospectus supplement.  Disclosure regarding the identity and description of any liquidity provider(s), to the extent required, will be presented in the related

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prospectus supplement.  The related prospectus supplement will also disclose the amounts and priority of payment of reimbursements, to the extent applicable, to be made by the issuing entity to any liquidity provider(s) for advances made under the terms of the related liquidity agreement(s).

Pool Insurance Policies

If specified in the related prospectus supplement, a pool insurance policy for the trust student loans may be obtained.  The pool insurance policy will cover any loss (subject to the limitations described in such prospectus supplement) by reason of default to the extent a related trust student loan is not covered by any guaranty agency or guarantor.  The amount and principal terms of any pool insurance coverage will be set forth in the related prospectus supplement. All required disclosure regarding the provider of such policy will be presented in the related prospectus supplement.

Financial Guaranty Insurance Policies or Surety Bonds

If specified in the related prospectus supplement, credit enhancement may be provided in the form of a financial guaranty insurance policy or a surety bond issued by an insurer specified in such prospectus supplement.  All required disclosure regarding the provider of such policy or bond will be presented in the related prospectus supplement.

Repurchase Bonds

If specified in the related prospectus supplement, the depositor or servicer will be obligated to repurchase any trust student loan (up to an aggregate U.S. Dollar amount specified in such prospectus supplement) for which insurance coverage is denied due to dishonesty, misrepresentation or fraud in connection with the origination or sale of such trust student loan.  This obligation may be secured by a surety bond guaranteeing payment of the amount to be paid by the depositor or the servicer.

Swap Agreements, Cap Agreements or other Financial or Derivative Instruments

If so specified in the prospectus supplement relating to a series of notes, the related trust will enter into, or obtain an assignment of, one or more interest rate and/or currency swap agreements, cap agreements, floor agreements, collar agreements or liquidity agreements pursuant to which the trust will have the right to receive particular payments of interest or foreign currency, or other payments, as set forth or determined and as described in the related swap agreement, cap agreement, floor agreement, collar agreement or liquidity agreement, as applicable.  The related prospectus supplement will describe the material terms of each such derivative agreement and the particular risks associated with the swap feature, including market and credit risk, the effect of counterparty defaults and other risks, if any, addressed by the rating related to the derivative agreement.  The prospectus supplement relating to the series of notes also will set forth information relating to the applicable significance estimate and significance percentage (as such terms are defined in Regulation AB under the Securities Act), and, to the extent required, the corporate status, ownership and credit quality of the counterparty or counterparties to each such derivative instrument in accordance the provisions of Regulation AB of the Securities Act.

Insolvency Events

Each trust agreement will provide that the trustee or eligible lender trustee, as applicable, may commence a voluntary bankruptcy proceeding relating to that trust only with the unanimous prior approval of all noteholders of the related series of notes. In order to commence a voluntary bankruptcy, all noteholders must deliver to the eligible lender trustee a certificate certifying that they reasonably believe the related trust is insolvent.

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Book-Entry Registration

Investors in notes in book-entry form may, directly or indirectly, hold their notes through DTC in the United States or, if so provided in the related prospectus supplement, through Clearstream, Luxembourg or Euroclear.

Cede & Co., as nominee for DTC, will hold one or more global notes. Unless the related prospectus supplement provides otherwise, Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Clearstream, Luxembourg’s and Euroclear’s names on the books of their respective depositories, which in turn will hold these positions in the depositories’ names on the books of DTC. Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream, Luxembourg participants and Euroclear participants will occur in accordance with their applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream, Luxembourg participants or Euroclear participants, on the other, will be effected at DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depository; however, cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream, Luxembourg participants and Euroclear participants may not deliver instructions directly to the depositaries.

Because of time-zone differences, credits of securities received in Clearstream, Luxembourg or Euroclear as a result of a transaction with DTC participants will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Credits for any transactions in the securities settled during this processing will be reported to the relevant Euroclear or Clearstream, Luxembourg participant on that business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of securities by or through a Clearstream, Luxembourg participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in DTC. For additional information regarding clearance and settlement procedures for the securities, and for information on tax documentation procedures relating to the securities, see “Appendix L—Global Clearance, Settlement and Tax Documentation Procedures”  in this prospectus.

DTC is a limited purpose trust company organized under the laws of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC was created to hold securities for its participating organizations and to facilitate the clearance and settlement of securities transactions between those participants through electronic book-entries, thereby eliminating the need for physical

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movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations, including Euroclear and Clearstream, Luxembourg. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Securityholders that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, securities held through DTC may do so only through participants and indirect participants. Securityholders will receive all distributions of principal and interest from the indenture trustee or the trustee or eligible lender trustee, as applicable, through participants and indirect participants. Under a book-entry format, securityholders may experience some delay in their receipt of payments, since payments will be forwarded by the trustee to DTC’s nominee. DTC will forward those payments to its participants, which will forward them to indirect participants or securityholders. Securityholders will not be recognized by the applicable trustee as noteholders under the indenture or trust agreement, as applicable, and securityholders will be permitted to exercise the rights of securityholders only indirectly through DTC and its participants.

Under the rules, regulations and procedures creating DTC and affecting its operations, DTC is required to make book-entry transfers of securities among participants on whose behalf it acts with respect to the securities and to receive and transmit principal and interest payments on the securities. Participants and indirect participants with which securityholders have accounts with respect to the securities are likewise required to make book-entry transfers and receive and transmit payments of principal and interest on the securities on behalf of their customers. Accordingly, although securityholders will not possess securities, the DTC rules provide a mechanism by which participants will receive payments and will be able to transfer their interests.

Because DTC can only act on behalf of participants, which in turn act on behalf of indirect participants, the ability of a securityholder to pledge securities to persons or entities that do not participate in the DTC system, or to otherwise act with respect to the securities, may be limited since securityholders will not possess physical certificates for their securities.

DTC has advised us that it will take any action that a securityholder is permitted to take under the indenture or trust agreement, only at the direction of one or more Participants to whose DTC accounts the securities are credited. DTC may take conflicting actions on undivided interests to the extent that those actions are taken on behalf of participants whose holdings include undivided interests.

Except as required by law, neither the administrator nor the applicable trustee for any trust will have any liability for the records relating to payments or the payments themselves, made on account of beneficial ownership interests of the securities held by DTC’s nominee, or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

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Clearstream, Luxembourg is organized under the laws of Luxembourg as a professional depositary. Clearstream, Luxembourg holds securities for its participants and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg participants through electronic book-entry changes in accounts of Clearstream, Luxembourg participants. Thus, the need for physical movement of certificates is eliminated. Transactions may be settled in Clearstream, Luxembourg in numerous currencies, including United States dollars. Clearstream, Luxembourg provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg interfaces with domestic markets in several countries. As a professional depositary, Clearstream, Luxembourg is subject to regulation by the Luxembourg Monetary Institute. Clearstream, Luxembourg participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream, Luxembourg participant, either directly or indirectly.

The Euroclear System was created in 1968 to hold securities for participants of the Euroclear System and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may be settled in numerous currencies, including United States dollars. The Euroclear System includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. The Euroclear System is operated by Euroclear Bank, S.A./N.V.

All operations are conducted by the Euroclear operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator. Euroclear participants include banks, central banks, securities brokers and dealers and other professional financial intermediaries. Indirect access to the Euroclear System is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law. These govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System, and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

Distributions with respect to securities held through Clearstream, Luxembourg or Euroclear will be credited to the cash accounts of Clearstream, Luxembourg participants or Euroclear participants in accordance with the relevant system’s rules and procedures, to the extent received by

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its depositary. These distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. See “U.S. Federal Income Tax Consequences” in this prospectus. Clearstream, Luxembourg or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a securityholder under the agreement on behalf of a Clearstream, Luxembourg participant or Euroclear participant only in accordance with its relevant rules and procedures and subject to its depositary’s ability to effect these actions on its behalf through DTC.

Although DTC, Clearstream, Luxembourg and Euroclear have agreed to these procedures to facilitate transfers of securities among participants of DTC, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform these procedures. The procedures may therefore be discontinued at any time.

Reset Rate Notes

Form and Denomination.  Interests in the reset rate notes will be represented by one or more of the following types of global notes:

· for reset rate notes denominated in U.S. Dollars, a global note certificate held through DTC (each, a “U.S. global note certificate”); or

· for reset rate notes denominated in a non-U.S. Dollar currency, a global note certificate held through a European clearing system (each, a “non-U.S. global note certificate”).

On or about the closing date for the issuance of any class of reset rate notes, the administrator on behalf of the trust will deposit:

· a U.S. global note certificate for each class of reset rate notes with the applicable DTC custodian, registered in the name of Cede & Co., as nominee of DTC; and

· one or more corresponding non-U.S. global note certificates with respect to each class of reset rate notes with the applicable foreign custodian, as common depositary for Euroclear and Clearstream, Luxembourg, registered in the name of a nominee selected by the common depositary for Euroclear and Clearstream, Luxembourg.

On each reset date, the aggregate outstanding principal balance of that class of reset rate notes will be allocated to one of the three global note certificates, either of which may, as of that reset date, be reduced to zero or represent 100% of the aggregate outstanding principal balance of that class of reset rate notes, depending on whether that class of reset rate notes is in U.S. Dollars (in which case a U.S. global note certificate is used) or in a currency other than U.S. Dollars (in which case a non-U.S. global note certificate is used).

At all times the global note certificates will represent the outstanding principal balance, in the aggregate, of the related class of reset rate notes. At all times, with respect to each class of reset rate notes, there will be only one U.S. and one non-U.S. global note certificate for such reset rate notes.

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Investors may hold their interests in a class of reset rate notes represented by a U.S. global note certificate only (1) directly through DTC participants, or (2) indirectly through organizations which are participants in the European clearing systems which themselves hold positions in such U.S. global note certificate through DTC. DTC will record electronically the outstanding principal balance of each class of reset rate notes represented by a U.S. global note certificate held within its system. DTC will hold interests in a U.S. global note certificate on behalf of its account holders through customers’ securities accounts in DTC’s name on the books of its depositary.

Investors may hold their interests in a class of reset rate notes represented by a non-U.S. global note certificate only (1) directly through the European clearing systems, or (2) indirectly through organizations which themselves are participants in the European clearing systems. The European clearing systems will record electronically the outstanding principal balance of each class of reset rate notes represented by a non-U.S. global note certificate held within their respective systems. The European clearing systems will hold interests in the non-U.S. global note certificate on behalf of their account holders through customers’ securities accounts in the European clearing systems’ respective names on the books of their respective depositaries.

Interests in the global note certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg as applicable, and their respective direct and indirect participants.

Because of time zone differences, payments to reset rate noteholders that hold their positions through a European clearing system will be made on the business day following the applicable distribution date, or for notes denominated in a currency other than U.S. Dollars, on the special reset payment date as described in this prospectus, as the case may be, in accordance with customary practices of the European clearing systems. No payment delay to reset rate noteholders holding U.S. Dollar denominated reset rate notes clearing through DTC will occur on any distribution date or on any reset date, unless, as set forth above, those noteholders’ interests are held indirectly through participants in European clearing systems.

The reset rate notes will be issued in minimum denominations and additional increments set forth in the related prospectus supplement, and may be held and transferred, and will be offered and sold, in principal balances of not less than their applicable minimum denomination set forth in the related prospectus supplement. The applicable minimum denominations and additional increments can be reset only in circumstances where all holders are deemed to have tendered or have mandatorily tendered their notes. With respect to reset rate notes denominated in a non-U.S. Dollar currency, the administrator will notify the Luxembourg Stock Exchange of the applicable exchange rate and denominations for each class of reset rate notes and a notice containing that information will also be published in a leading newspaper having general circulation in Luxembourg, (which is expected to be Luxemburger Wort) and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu.

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On each related reset date, a schedule setting forth the required terms of the related class of reset rate notes for the immediately following reset period will be deposited with the DTC custodian for any U.S. global note certificate and with the foreign custodian for any non-U.S. global note certificate.

Identification Numbers.  Each related trust will apply to DTC for acceptance in its book-entry settlement systems of each class of reset rate notes denominated in U.S. Dollars and/ or will apply to Euroclear and Clearstream, Luxembourg for acceptance in their respective book-entry settlement systems of each class of reset rate notes denominated in a currency other than U.S. Dollars. Each class of reset rate notes will have the CUSIP numbers, ISINs and European Common Codes, as applicable, set forth in the related prospectus supplement.

On or following each reset date (other than a reset date on which the then-current holders of U.S. Dollar denominated reset rate notes had the option to retain their reset rate notes, but less than 100% of such noteholders delivered hold notices), on which either a successful remarketing has occurred or the related call option has been exercised (and not previously exercised on the immediately preceding related reset date), each clearing system will cancel the then-current identification numbers and assign new identification numbers, which the administrator will obtain for each class of reset rate notes. In addition, each global note certificate will be issued with a schedule attached setting forth the terms of the applicable class of reset rate notes for its initial reset period, which will be replaced on the related reset date to set forth the required terms for the immediately following reset period.

Payments of principal, interest and any other amounts payable under each global note certificate will be made to or to the order of the relevant clearing system’s nominee as the registered holder of such global note certificate.

Due to time zone differences and to ensure that a failed remarketing has not occurred, during any reset period when a class of reset rate notes is denominated in a currency other than U.S. Dollars payments required to be made to tendering noteholders on a related reset date for which there has been a successful remarketing (or exercise of the related call option), in the amount of the aggregate outstanding principal balance of the applicable class of reset rate notes (together with all amounts due from the trust as payments of interest and principal, if any, on the related distribution date), will be made through the European clearing systems on the second business day following the related reset date, together with additional interest at the applicable interest rate and in the applicable non-U.S. Dollar currency from and including the related reset date to, but excluding, the second business day following such reset date (but only to the extent such interest payments are actually received from the related swap counterparties). Purchasers of such reset rate notes will be credited with their positions on the applicable reset date with respect to positions held through DTC or on the second business day with respect to positions held through the European clearing systems.

Except with respect to a related reset date, the trust expects that the nominees, upon receipt of any such payment, will immediately credit the relevant clearing system’s participants’ accounts with payments in amounts proportionate to their respective interests in the principal balance of the relevant global note certificates as shown on the records of such nominee. The trust also expects that payments by clearing system participants to owners of interests in such global note certificates held through such clearing system participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such clearing system participants and none of the trust, the administrator, any registrar, the

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indenture trustee, any remarketing agent, any transfer agent or any paying agent will have any responsibility or liability for any delay in such payments from participants, except as shown above with respect to reset date payment delays. None of the trust, the administrator, any registrar, the indenture trustee, any remarketing agent, any transfer agent or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of ownership interests in the global note certificates or for maintaining, supervising or reviewing any records relating to such ownership interests.

Non-U.S. Dollar Denominated Notes

We expect to deliver notes denominated in non-U.S. Dollar currencies in book-entry form through the facilities of Clearstream, Luxembourg and Euroclear against payment in immediately available funds in the applicable foreign currency. We will issue the non-U.S. Dollar denominated notes as one or more global notes registered in the name of a common depositary for Clearstream, Luxembourg, and Euroclear Bank S.A./N.V., as the operator of Euroclear. Investors may hold book-entry interests in these global notes through organizations that participate, directly or indirectly, in Clearstream, Luxembourg and/or Euroclear. Book-entry interests in non-U.S. Dollar denominated notes and all transfers relating to such non-U.S. Dollar denominated notes will be reflected in the book-entry records of Clearstream, Luxembourg and Euroclear.

The distribution of non-U.S. Dollar denominated notes will be cleared through Clearstream, Luxembourg and Euroclear. Any secondary market trading of book-entry interests in the non-U.S. Dollar denominated notes will take place through participants in Clearstream, Luxembourg and Euroclear and will settle in same-day funds.

Owners of book-entry interests in non-U.S. Dollar denominated notes will receive payments relating to their notes in the related non-U.S. Dollar currency. Clearstream, Luxembourg and Euroclear have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of certificates. Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market.

The policies of Clearstream, Luxembourg and Euroclear will govern payments, transfers, exchange and other matters relating to the investor’s interest in securities held by them. Neither we nor the underwriters have any responsibility for any aspect of the records kept by Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants. We do not supervise these systems in any way.

Clearstream, Luxembourg and Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform or continue to perform these procedures and may modify them or discontinue them at any time.

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Except as provided below, owners of beneficial interests in non-U.S. Dollar denominated notes will not be entitled to have the notes registered in their names, will not receive or be entitled to receive physical delivery of the notes in definitive form and will not be considered the owners or holders of the notes under the indenture governing the notes, including for purposes of receiving any reports delivered by us or the trustee pursuant to the indenture. Accordingly, each person owning a beneficial interest in a non-U.S. Dollar denominated note must rely on the procedures of the relevant clearing system and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, in order to exercise any rights of a holder of securities.

We understand that investors that hold their non-U.S. Dollar denominated notes through Clearstream, Luxembourg or Euroclear accounts will follow the settlement procedures that are applicable to Eurobonds in registered form.  Non-U.S. Dollar denominated notes will be credited to the securities custody accounts of Clearstream, Luxembourg and Euroclear participants on the business day following the settlement date for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

We understand that secondary market trading between Clearstream, Luxembourg and/or Euroclear participants will occur in the ordinary way following the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear. Secondary market trading will be settled using procedures applicable to Eurobonds in registered form.

You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving non-U.S. Dollar denominated notes through Clearstream, Luxembourg and Euroclear on business days in Luxembourg or Brussels, depending on whether Clearstream, Luxembourg or Euroclear is used. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

Clearstream, Luxembourg and Euroclear will credit payments to the cash accounts of their respective participants in accordance with the relevant system’s rules and procedures, to the extent received by the common depositary. Clearstream, Luxembourg or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a holder under the indenture on behalf of a Clearstream, Luxembourg or Euroclear participant only in accordance with its relevant rules and procedures.

Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of non-U.S. Dollar denominated notes among participants of Clearstream, Luxembourg and Euroclear. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.

Definitive Notes

The notes of a given series will be issued in fully registered, certificated form to noteholders or their nominees, rather than to DTC or its nominee, only if:

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· the administrator advises the applicable trustee in writing that DTC is not willing or able to discharge its responsibilities as depository for the notes and the administrator is unable to locate a successor;

· the administrator, at its option, elects to terminate the book-entry system through DTC; or

· after the occurrence of an event of default, a servicer default or an administrator default, investors holding a majority of the outstanding principal amount of the notes, advise the trustee through DTC in writing that the continuation of a book-entry system through DTC or a successor is no longer in the best interest of the holders of these notes.

Upon the occurrence of any event described in the bullets above, the applicable trustee will be required to notify all applicable noteholders, through DTC participants, of the availability of definitive notes. When DTC surrenders the definitive notes, the applicable trustee will reissue to the noteholders the corresponding notes as definitive notes upon receipt of instructions for re-registration. From then on, payments of principal and interest on the definitive notes will be made by the applicable trustee, in accordance with the procedures set forth in the related indenture or trust agreement, directly to the holders of definitive notes in whose names the definitive notes were registered at the close of business on the applicable record date specified in the related prospectus supplement. Payments will be made by check mailed to the address of each holder as it appears on the register maintained by the applicable trustee.

However, the final payment on any definitive note will be made only upon presentation and surrender of that definitive note at the office or agency specified in the notice of final distribution.

Definitive notes will be transferable and exchangeable at the offices of the applicable trustee or of a registrar named in a notice delivered to holders of definitive notes. No service charge will be imposed for any registration of transfer or exchange, but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed.

List of Noteholders

Holders of the notes of a series evidencing at least 25% of the outstanding notes may, by written request to the indenture trustee, obtain a list of all noteholders for communicating with other noteholders regarding their rights under the indenture or under the notes. The indenture trustee may elect not to give the noteholders access to the list if it agrees to mail the desired communication or proxy, for and at the expense of the requesting noteholders, to all noteholders of that series.

Three or more noteholders of any series or one or more holders of notes of that series evidencing at least 25% of the notes balance of those notes may, by written request to the trustee or eligible lender trustee, as applicable, obtain access to the list of all noteholders for the purpose of communicating with other noteholders regarding their rights under the trust agreement or under the notes.

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Reports to Noteholders

On each distribution date, the administrator will provide to noteholders of record as of the record date a statement containing substantially the same information as is required to be provided on the periodic report to the indenture trustee and the trust described under “Servicing and Administration—Statements to Indenture Trustee and Trust” in this prospectus. If applicable, these statements and reports will be included with filings to be made with the SEC under the Exchange Act, as required. The statements provided to noteholders will not constitute financial statements prepared in accordance with generally accepted accounting principles and will not be audited.

Within the prescribed period of time for tax reporting purposes after the end of each calendar year, the trustee will mail to each person, who at any time during that calendar year was a noteholder and who received a payment from that trust, a statement containing certain information to enable it to prepare its U.S. federal income tax return. See “U.S. Federal Income Tax Consequences” in this prospectus.

CERTAIN LEGAL ASPECTS OF THE STUDENT LOANS

Transfer of Student Loans

Each seller intends that the transfer of the student loans by it to the depositor will constitute a valid sale and assignment of those loans. We intend that the transfer of the student loans by us to the trustee or eligible lender trustee, as applicable, on behalf of each trust will also constitute a valid sale and assignment of those loans. Nevertheless, if the transfer of the student loans by a seller to the depositor, or the transfer of those loans by us to the eligible lender trustee or trustee, as applicable, is deemed to be an assignment of collateral as security, then a security interest in the student loans may be perfected by either taking possession of the promissory notes or a copy of the promissory notes evidencing the loans, if available, or by the filing of a notice of the security interest in the manner provided by the applicable Uniform Commercial Code, or the UCC as it is commonly known, for perfection of security interests in accounts.

Accordingly:

· A financing statement or statements covering the student loans naming each seller, as debtor, will be filed under the UCC to protect the interest of the depositor in the event that the transfer by that seller is deemed to be an assignment of collateral as security; and

· A financing statement or statements covering the trust student loans naming the depositor, as debtor, will also be filed under the UCC to protect the interest of the trustee or eligible lender trustee, as applicable, in the event that the transfer by the depositor is deemed to be an assignment of collateral as security.

If the transfer of the student loans is deemed to be an assignment as security for the benefit of the depositor or a trust, there are limited circumstances under the UCC in which prior or subsequent transferees of student loans could have an interest in the student loans with priority over the related trustee’s or eligible lender trustee’s, as the case may be, interest. A tax or other government lien on property of the seller or us arising before the time a student loan comes into existence may also have priority over the interest of the depositor or the trustee or the eligible lender

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trustee, as applicable, in the student loan. Under the purchase agreement and sale agreement, however, each seller or the depositor, as applicable, will warrant that it has transferred the student loans to the depositor or the trustee or the eligible lender trustee, as applicable, free and clear of the lien of any third party. In addition, each seller and the depositor each will covenant that it will not sell, pledge, assign, transfer or grant any lien on any student loan held by a trust or any interest in that loan other than to the depositor or the trustee or the eligible lender trustee, as applicable.  The administrator will be required to maintain the perfected security interest status by filing all requisite continuation statements.

Under the servicing agreement, the servicer (and/or each subservicer under the related subservicing agreement, if applicable) as custodian will have custody of the promissory notes evidencing the student loans. Although the records of each seller, the depositor and the servicer (and/or each subservicer, if applicable) will be marked to indicate the sale and although, each seller and the depositor will cause UCC financing statements to be filed with the appropriate authorities, the student loans will not be physically segregated, stamped or otherwise marked to indicate that the student loans have been sold to the depositor and to the trustee or the eligible lender trustee, as applicable. If, through inadvertence or otherwise, any of the student loans were sold to another party that:

· purchased the student loans in the ordinary course of its business;

· took possession of the student loans; and

· acquired the student loans for new value and without actual knowledge of the related trustee’s or eligible lender trustee’s interest; as the case may be,

then that purchaser might acquire an interest in the student loans superior to the interest of the depositor and the eligible lender trustee.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lenders and servicers involved in consumer finance. Also, some state laws impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon lenders who fail to comply with their provisions. The requirements generally do not apply to federally sponsored student loans. The depositor or a trust, however, may be liable for violations of consumer protection laws that apply to the student loans, either as assignee from a seller or the depositor or as the party directly responsible for obligations arising after the transfer. For a discussion of a trust’s rights if the student loans were not originated or serviced in compliance in all material respects with applicable laws, see “Transfer and Servicing Agreements—Sale of Student Loans to the Trust; Representations and Warranties of the Depositor” and “Servicing and Administration—Servicer Covenants” in this prospectus.

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Loan Origination and Servicing Procedures Applicable to Student Loans

FFELP Loans.  The Higher Education Act, including the implementing regulations, imposes specific requirements, guidelines and procedures for originating and servicing federally sponsored student loans. Generally, those procedures require that (1) completed loan applications be processed, (2) a determination of whether an applicant is an eligible borrower under applicable standards be made, including a review of a financial need analysis, (3) the borrower’s responsibilities under the loan be explained to him or her, (4) the promissory note evidencing the loan be executed by the borrower and (5) the loan proceeds be disbursed in a specified manner by the lender. After the loan is made, the lender must establish repayment terms with the borrower, properly administer deferments and forbearances and credit the borrower for payments made on the loan. If a borrower becomes delinquent in repaying a loan, a lender or its servicing agent must perform collection procedures, primarily telephone calls and demand letters, which vary depending upon the length of time a loan is delinquent.

The servicer will perform collection and servicing procedures on behalf of the trusts.  In performing these functions, the servicer will be required to service and collect loans in the same manner as substantially similar loans owned by ECFC and its affiliates.  Failure of the servicer to follow these procedures or failure of the originator of the loan to follow procedures relating to the origination of the student loans could result in adverse consequences. Any failure could result in the U.S. Department of Education’s refusal to make reinsurance payments to the guarantors or to make interest subsidy payments or special allowance payments to the eligible lender trustee.

Non-FFELP Loans.  If the Private Education Loans in any trust are insured, the surety bond, including the rules and regulations for that program, imposes specific requirements and procedures for originating and servicing those student loans.  Generally, those procedures require that (1) completed loan applications be processed, (2) a determination of whether an applicant is an eligible borrower under applicable standards be made, including a review of a financial need analysis, (3) the borrower’s responsibilities under the loan be explained to him or her, (4) the promissory note evidencing the loan be executed by the borrower and (5) the loan proceeds be disbursed in a specified manner by the lender.  After the loan is made, the lender must establish repayment terms with the borrower, properly administer deferments and forbearances and credit the borrower for payments made on the loan.  If a borrower becomes delinquent in repaying a loan, a lender or its servicing agent must perform collection procedures, primarily telephone calls and demand letters, which vary depending upon the length of time a loan is delinquent.

The servicer will perform collection and servicing procedures on behalf of the trusts.  In performing these functions, the servicer will be required to service and collect loans in the same manner as substantially similar loans owned by ECFC and its affiliates.  Failure of the servicer to follow these procedures or failure of the originator of the loan to follow procedures relating to the origination of the student loans could result in adverse consequences.

Student Loans Generally Not Subject to Discharge in Bankruptcy

FFELP loans and other student loans made for qualified education expenses are generally not dischargeable by a borrower in bankruptcy under the United States Bankruptcy Code, unless excepting this debt from discharge will impose an undue hardship on the debtor and the debtor’s dependents.

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Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions

General. On July 21, 2010, President Obama signed into law the Dodd-Frank Act which, among other things, gives the FDIC authority to act as receiver of certain bank holding companies, financial companies and their respective subsidiaries (other than an insured depository institution) in specific situations under its Orderly Liquidation Authority (the “OLA”) provisions.  The proceedings, standards, powers of the receiver and many other substantive provisions of the OLA differ from those of the United States Bankruptcy Code in several respects.  To the extent those differences may affect Holdco, the sponsor and their affiliates, they are discussed in this section below.  In addition, because the OLA provisions of the Dodd-Frank Act remain subject to clarification through FDIC regulations and have yet to be applied by the FDIC in any receivership, it is unclear what impact these provisions will have on any particular company, including Holdco, the sponsor, the depositor, any seller, any issuing entity, the servicer, the administrator, or any of their respective creditors.

Potential Applicability to Holdco, the Sponsor and their Affiliates.  The Dodd-Frank Act creates uncertainty as to whether certain companies may be subject to liquidation in a receivership under the OLA rather than bankruptcy proceedings under the United States Bankruptcy Code.  For a company to become subject to the OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that such company is or is likely to be in bankruptcy, insolvent, or unable to pay its obligations when due, that the company’s failure and its resolution under the United States Bankruptcy Code “would have serious adverse effects on financial stability in the United States,” that an OLA proceeding would mitigate these adverse effects, and that no viable private sector alternative is available to prevent the default of the company.

If the OLA is determined to apply to Holdco or the sponsor as a covered financial company, the applicable issuing entity, the depositor, ECFC or any other seller, the servicer or the administrator as a “covered subsidiary” of Holdco or the sponsor could also be determined to be a “covered financial company.”  For an issuing entity, the depositor, ECFC or any other seller, the servicer or the administrator to be subject to receivership under the OLA as a “covered financial company” (1) the FDIC would have to be appointed as receiver for Holdco or the sponsor, as applicable, under the OLA as described above, (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) such covered subsidiary is or is likely to be in bankruptcy, insolvent, or unable to pay its obligations when due, (b) appointment of the FDIC as receiver of such

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covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States, and (c) such appointment would facilitate the orderly liquidation of Holdco or the sponsor, as applicable.  To mitigate the likelihood that an issuing entity, the depositor, ECFC or any other seller, the servicer or the administrator would be subject to the OLA, no issuing entity intends to issue non-investment grade debt and the depositor, ECFC or any other seller, the servicer and the administrator will not issue any debt.  Moreover, each issuing entity will own a relatively small amount of the student loans originated by ECFC or any other seller and serviced by the servicer, and each issuing entity, the depositor, ECFC or any other seller, the servicer or the administrator either is or will be structured as a separate legal entity from the sponsor and the other issuing entities sponsored by the sponsor.  Notwithstanding the foregoing, because of the novelty of the Dodd-Frank Act and the OLA provisions, the uncertainty surrounding how the Secretary of the Treasury’s determination will be made and the fact that such determination would be made in the future under potentially different circumstances, no assurance can be given that the OLA provisions would not apply to Holdco, the sponsor or their covered subsidiaries or, if it were to apply, that the timing and amounts of payments to the related series of noteholders would not be less favorable than under the United States Bankruptcy Code.

FDIC’s Repudiation Power Under the OLA.  Under the OLA, if the FDIC were appointed receiver of Holdco, the sponsor or a covered subsidiary, including the applicable issuing entity or the depositor, the FDIC would have various powers, including the power to repudiate any contract to which Holdco, the sponsor or such covered subsidiary was a party, if the FDIC determined that performance of the contract was burdensome to the estate and that repudiation would promote the orderly administration of Holdco’s, the sponsor’s or such covered subsidiary’s affairs, as applicable.

In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion (the “January 2011 Opinion”) confirming, among other things, its intended application of the FDIC’s repudiation power under OLA.  In the January 2011 Opinion, the Acting General Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the Acting General Counsel was of the opinion that the FDIC as receiver for a covered financial company (as defined in the Dodd-Frank Act), which could include Holdco, the sponsor or their covered subsidiaries (including the applicable issuing entity or the depositor), cannot repudiate a contract or lease unless it has been appointed as receiver for that entity or the separate existence of that entity may be disregarded under other applicable law.  In addition, the Acting General Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, which relates to contracts that are entered into prior to the appointment of a receiver, if the FDIC were to become receiver for a covered financial company, which could include Holdco, the sponsor or their covered subsidiaries (including the applicable issuing entity or the depositor), the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover or recharacterize as property of that covered financial company or the receivership any asset transferred by that covered financial company prior to the end of the applicable transition period of a regulation, provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the United States Bankruptcy Code.  Although the January 2011 Opinion does not bind the FDIC or its Board of Directors, or any court or any other governmental entity, and could be modified or withdrawn in the future, it also states that the Acting General Counsel will recommend that the FDIC Board of Directors incorporate a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts.  To date, the FDIC has not proposed or adopted any regulations addressing these issues.

The January 2011 Opinion also states that the FDIC anticipates recommending consideration of future regulations related to the Dodd-Frank Act.  To the extent any future regulations or subsequent FDIC actions or court rulings in an OLA proceeding involving Holdco, the sponsor or their covered subsidiaries (including the applicable issuing entity or the depositor), are contrary to the January 2011 Opinion, payment or distributions of principal and interest on the notes issued by the applicable issuing entity could be delayed and/or reduced.  We will structure the transfers

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of student loans under the purchase agreements and sale agreements with the intent that they would be characterized as legal true sales under applicable state law and that the student loans would not be included in the related transferor’s bankruptcy estate under the United States Bankruptcy Code.  If the transfers are so characterized in a FDIC OLA receivership, based on the January 2011 Opinion and other applicable law, the FDIC would not be able to recover the transferred student loans using its repudiation power.  However, if the FDIC were to successfully assert that the transfers of student loans were not legal true sales and should instead be characterized as a security interest to secure a loan, and if the FDIC repudiated those loans, the purchasers of the student loans or the noteholders, as applicable, would have a claim for their “actual direct compensatory damages,” which claim would be no less than the initial principal balance of the loan plus interest accrued to the date the FDIC was appointed receiver.

In addition, to the extent that the value of the collateral securing the loan exceeds such amount, the purchaser or the noteholders, as applicable, would also have a claim for any interest that accrued after such appointment at least through the date of repudiation or disaffirmance.  In addition, noteholders could suffer delays in payments on their notes even if the FDIC was unsuccessful in challenging that the transfers were not legal true sales or if it ultimately did not repudiate a legal true sale.

Also assuming that the FDIC were appointed receiver of Holdco, the sponsor or a covered subsidiary, including the applicable issuing entity or the depositor, under the OLA, the FDIC’s repudiation power would extend to continuing obligations of the applicable entity or entities under receivership, as applicable, including any obligation to repurchase student loans for a breach of representation or warranty as well as, with respect to the servicer, its obligation to service the student loans.  If the FDIC were to exercise this repudiation power, noteholders would not be able to compel the sponsor or any applicable covered subsidiary to repurchase student loans for a breach of representation and warranty and instead would have a claim for damages in the sponsor’s, or that covered subsidiary’s, receivership, as applicable, and thus would suffer delays and may suffer losses of payments on their notes.  Noteholders would also be prevented from replacing the servicer during the stay.  In addition, if the FDIC were to repudiate the sponsor’s obligations as servicer, there may be disruptions in servicing as a result of a transfer of servicing to a third party and noteholders may suffer delays or losses of payments on their notes.  In addition, there are other statutory provisions enforceable by the FDIC under which, if the FDIC takes action, payments or distributions of principal and interest on the notes issued by the related issuing entity would be delayed and may be reduced.

In addition, under the OLA, none of the parties to the purchase agreements, sale agreement, servicing agreement, administration agreement or the indenture could exercise any right or power to terminate, accelerate, or declare a default under those contracts, or otherwise affect the sponsor’s or a covered subsidiary’s rights under those contracts without the FDIC’s consent for 90 days after the receiver is appointed.  For at least the same period, and possibly longer, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over

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any property of Holdco, the sponsor or of a covered subsidiary.  The requirement to obtain the FDIC’s consent before taking these actions relating to a covered financial company’s or covered subsidiary’s contracts or property is comparable to the “automatic stay” under the United States Bankruptcy Code.

If an issuing entity were to become subject to the OLA, the FDIC may repudiate the debt of such issuing entity.  In such an event, the related series of noteholders would have a secured claim in the receivership of such issuing entity for “actual direct compensatory damages” as described above, but delays in payments on such series of notes would occur and possible reductions in the amount of those payments could occur.  In addition, for a period of at least 90 days after a receiver was appointed, noteholders would be stayed from accelerating the debt or exercising any remedies under the indenture.

FDIC’s Avoidance Power Under the OLA. Under statutory provisions of the OLA similar to those of the United States Bankruptcy Code, the FDIC could avoid transfers of student loans that are deemed “preferential.”  Under one potential interpretation of these provisions, the FDIC could avoid as a preference transfers of student loans evidenced by certain written contracts and perfected either automatically upon the transfer (in the case of a sale) or by the filing of a UCC financing statement against the applicable transferor (in the case of a pledge to secure a debt), unless the contracts were physically delivered to the transferee or its custodian or were marked in a manner legally sufficient to indicate the rights of the indenture trustee. If a transfer of student loans were avoided as preferential, the transferee would have only an unsecured claim in the receivership for the purchase price of the student loans.

However, effective August 15, 2011, the FDIC Board of Directors promulgated a final rule which, among other things, states that the FDIC is interpreting the OLA’s provisions regarding the treatment of preferential transfers in a manner comparable to the relevant provisions of the United States Bankruptcy Code so that transferees will have the same treatment under the OLA as they would have in a bankruptcy proceeding.  Under such a construction a transfer of student loans perfected either automatically upon the transfer (in the case of a sale) or by the filing of a UCC financing statement against a transferor (in the case of a pledge to secure a debt) as provided in the applicable transfer agreement would not be avoidable by the FDIC as a preference under the OLA.  See “—Transfer of Student Loans” above.  If a court were to conclude, however, that this FDIC rule is not consistent with the statute, then if a transfer were avoided as a preference under the OLA, noteholders would have only an unsecured claim in the receivership for the purchase price of the receivables, and payments or distributions of principal of and interest on the notes issued by your issuing entity could be delayed or reduced.

U.S. FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Shearman & Sterling LLP, federal tax counsel to the depositor and the trust, the following are the material U.S. federal income tax consequences of the purchase, ownership and disposition of the notes. This discussion is general in nature and does not address issues that may be relevant to a particular holder subject to special treatment under U.S. federal income tax laws (such as tax-exempt organizations, partnerships or pass-through entities, persons holding notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle,

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financial institutions, brokers, dealers in notes or currencies and traders that elect to mark-to-market their notes). In addition, this discussion does not consider the effect of any alternative minimum taxes or foreign, state, local or other tax laws, or any U.S. tax considerations (e.g., estate or gift tax), other than U.S. federal income tax considerations, that may be applicable to particular holders. Furthermore, this discussion assumes that holders hold notes as “capital assets” (generally, property held for investment) within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). This discussion also assumes that, with respect to notes reflected on the books of a qualified business unit of a holder, such qualified business unit is a U.S. resident.

This discussion is based on the Code and applicable Treasury regulations, rulings, administrative pronouncements and judicial decisions thereunder as of the date hereof, all of which are subject to change or differing interpretations at any time with possible retroactive effect. There are no rulings or cases on similar transactions. Moreover, the administrator does not intend to request rulings with respect to the U.S. federal income tax treatment of the notes. Thus, there can be no assurance that the U.S. federal income tax consequences of the notes described below will be sustained if the relevant transactions are examined by the Internal Revenue Service (the “IRS”) or by a court if the IRS proposes to disallow such treatment. Each trust will be provided with an opinion of federal tax counsel regarding certain U.S. federal income tax matters discussed below. An opinion of federal tax counsel, however, is not binding on the IRS or the courts.

Unless otherwise indicated herein, it is assumed that any holder is a U.S. person, and, except as set forth below, this discussion does not address the tax consequences of holding a note to any holder who is not a U.S. person. As used herein, “U.S. person” means a person that is for U.S. federal income tax purposes:

· a citizen or individual resident of the United States;

· a corporation, including an entity treated as such, organized in or under the laws of the United States or any state thereof or the District of Columbia;

· an estate the income of which is includible in gross income for U.S. federal income tax purposes, regardless of its source; or

· a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust.

To the extent provided in Treasury regulations, some trusts in existence on August 20, 1996, and treated as U.S. persons prior to that date, that elect to continue to be treated as U.S. persons, will be U.S. persons and not foreign persons.

The U.S. federal income tax treatment of a partner in a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) that holds a note will depend, among other things, upon whether or not the partner is a U.S. person.  Partners and partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.

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For purposes of this discussion, references to the trust, the notes and related terms, parties and documents refer, unless described differently in this prospectus, to each trust and the notes and related terms, parties and documents applicable to that trust. References to a holder of a note generally are deemed to refer to the beneficial owner of the note.

Tax Characterization of the Trust

Federal tax counsel will deliver its opinion to the trust that the trust will not be an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. This opinion will be based on the assumption that the terms of the trust agreement and related documents will be complied with.

Tax Consequences to Holders of Notes in General

Treatment of the Notes as Indebtedness.  Except as described in the prospectus supplement, federal tax counsel will deliver an opinion that certain classes of the notes will qualify as debt for U.S. federal income tax purposes. The depositor will agree, and the noteholders will agree by their purchase of the notes, to treat the notes as debt for U.S. federal income tax purposes.  The consequences of the notes being treated as debt for U.S. federal income tax purposes are described below.  Treatment of the notes as equity interests could have adverse tax consequences to certain holders. For example, all or a portion of the income accrued by tax-exempt entities, including pension funds, would be “unrelated business taxable income,” income to foreign holders might be subject to U.S. federal income tax and U.S. federal income tax return filing and withholding requirements, and individual holders might be subject to limitations on their ability to deduct their shares of trust expenses, including losses. Noteholders are strongly encouraged to consult with their own tax advisors regarding the possibility that the notes could be treated as equity interests.

Stated Interest.  Stated interest on the notes will be taxable as ordinary income for federal income tax purposes when received or accrued in accordance with the method of tax accounting of the holder of the notes.

Original Issue Discount.  Stated interest other than qualified stated interest must be accrued under the rules applicable to original issue discount (“OID”). Qualified stated interest must be unconditionally payable at least annually. Interest on a subordinated note may not qualify under this standard because it is subject to deferral in certain circumstances. Nonetheless, absent guidance on this point, the trust does not intend to report interest on subordinated notes as other than qualified stated interest solely because of the potential interest deferral which may result from the subordination feature. Unless otherwise stated herein, the discussion below assumes that all payments on the notes are denominated in U.S. Dollars, and that the interest formula for the notes meets the requirements for “qualified stated interest” under Treasury regulations relating to OID, except as described below. If these conditions are not satisfied with respect to a series of notes, additional tax considerations with respect to the notes will be disclosed in the related prospectus supplement.

A note will be treated as issued with OID if the excess of the note’s “stated redemption price at maturity” over its issue price equals or exceeds a de minimis amount equal to one-fourth of 1 percent of the note’s stated redemption price at maturity multiplied by the number of years to its maturity, based on the anticipated weighted average life of the notes, calculated using the “prepayment assumption,” if any, used in pricing the notes and weighing each payment by reference to the number of full years elapsed from the closing date prior to the anticipated date of such payment.

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Generally, the issue price of a note should be the first price at which a substantial amount of the notes is sold to persons other than placement agents, underwriters, brokers or wholesalers. The stated redemption price at maturity of a note of a series is generally equal to all payments on a note other than payments of “qualified stated interest.” Assuming that interest is qualified stated interest, the stated redemption price is generally expected to equal the principal amount of the note. Any de minimis OID must be included in income as principal payments are received on the notes in the proportion that each such payment bears to the original principal balance of the note. The treatment of the resulting gain is subject to the general rules discussed under “—Sale or Other Taxable Disposition” below.

If the notes are treated as issued with OID, a holder will be required to include OID in income before the receipt of cash attributable to such income using a constant yield method. The amount of OID generally includible in income is the sum of the daily portions of OID with respect to a note for each day during the taxable year or portion of the taxable year in which the holder holds the note. Special provisions apply to debt instruments on which payments may be accelerated due to prepayments of other obligations securing those debt instruments. Under these provisions, the computation of OID on such debt instruments must be determined by taking into account both the prepayment assumption, if any, used in pricing the debt instrument and the actual prepayment experience. As a result of these special provisions, the amount of OID on the notes issued with OID that will accrue in any given accrual period may either increase or decrease depending upon the actual prepayment rate.

Holders of the notes are strongly encouraged to consult with their own tax advisors regarding the impact of the OID rules in the event that notes are issued with OID. In the event a holder purchases a note issued with OID at an acquisition premium—that is, at a price in excess of its “adjusted issue price” but less than its stated redemption price—the amount includible in income in each taxable year as OID is reduced by that portion of the excess properly allocable to such year. The adjusted issue price of a note is the sum of its issue price plus prior accruals of OID, reduced by the total payments made with respect to the note in all prior periods, other than “qualified stated interest” payments. Acquisition premium is allocated on a pro rata basis to each accrual of OID, so that the holder is allowed to reduce each accrual of OID by a constant fraction.

An initial holder who owns an interest in more than one class of notes with respect to a series should be aware that the OID regulations may treat such interests as a single debt instrument for purposes of the OID provisions of the Code.

Market Discount.  The notes, whether or not issued with OID, may be subject to the “market discount rules” of Section 1276 of the Code. In general, these rules apply if the holder purchases the note at a market discount—that is, a discount from its stated redemption price at maturity or, if the notes were issued with OID, adjusted issue price—that exceeds a de minimis amount specified in the Code. If the holder acquires the note at a market discount and (a) recognizes gain upon a disposition, or (b) receives payments that do not constitute qualified stated interest, the lesser of (1) such gain or payment or (2) the accrued market discount that has not previously been included in income, will be taxed as ordinary interest income.

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Generally, market discount accrues in the ratio of stated interest allocable to the relevant period to the sum of the interest for such period plus the remaining interest as of the end of such period, computed taking into account the prepayment assumption, if any, or in the case of a note issued with OID, in the ratio of OID accrued for the relevant period to the sum of the OID accrued for that period plus the remaining OID as of the end of such period. A holder may elect, however, to determine accrued market discount under the constant yield method, computed taking into account the prepayment assumption, if any. The treatment of the resulting gain is subject to the general rules discussed under “—Sale or Other Taxable Disposition” below.

Limitations imposed by the Code which are intended to match deductions with the taxation of income may defer deductions for interest on indebtedness incurred or continued, or short-sale expenses incurred, to purchase or carry a note with accrued market discount. A holder may elect to include market discount in gross income as it accrues. If it makes this election, the holder will not be required to defer deductions. Any such election will apply to all debt instruments acquired by the holder on or after the first day of the first taxable year to which such election applies. The adjusted basis of a note subject to such election will be increased to reflect market discount included in gross income, thereby reducing any gain or increasing any loss on a sale or taxable disposition.

Amortizable Bond Premium.  In general, if a holder purchases a note at a premium—that is, an amount in excess of the amount payable at maturity—the holder will be considered to have purchased the note with “amortizable bond premium” equal to the amount of such excess. A holder may elect to amortize such bond premium as an offset to interest income and not as a separate deduction item as it accrues under a constant yield method, or one of the other methods described above under “—Market Discount” over the remaining term of the note, using the prepayment assumption, if any. A holder’s tax basis in the note will be reduced by the amount of the amortized bond premium. Any such election shall apply to all debt instruments, other than instruments the interest on which is excludible from gross income, held by the holder at the beginning of the first taxable year for which the election applies or thereafter acquired and is irrevocable without the consent of the IRS. Bond premium on a note held by a holder who does not elect to amortize the premium will decrease the gain or increase the loss otherwise recognized on the disposition of the note.

Election to Treat all Interest as OID.  A holder may elect to include in gross income all interest with respect to the notes, including stated interest, OID, de minimis OID, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium, using the constant yield method described under “—Original Issue Discount.” This election will generally apply only to the specific note for which it was made. It may not be revoked without the consent of the IRS. Holders are strongly encouraged to consult with their own tax advisors before making this election.

Sale or Other Taxable Disposition.  If a holder of a note sells the note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the holder’s adjusted tax basis in the note. The adjusted tax basis will equal the holder’s cost for the note, increased by any market discount, OID and gain previously included by the holder in income with respect to the note, and decreased by the amount of any bond premium previously amortized and by the amount of principal payments previously received by the noteholder with

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respect to the note. Any such gain or loss will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest, accrued market discount not previously included in income and in the event of a prepayment or redemption, any not yet accrued OID. Capital gains or losses will be long-term capital gains or losses if the note was held for more than one year. Capital losses generally may be used only to offset capital gains.

Waivers and Amendments.  An indenture for a series may permit noteholders to waive an event of default or rescind an acceleration of the notes in some circumstances upon a vote of the requisite percentage of the holders. Any such waiver or rescission, or any amendment of the terms of the notes, could be treated for U.S. federal income tax purposes as a constructive exchange by a holder of the notes for new notes, upon which gain or loss might be recognized.

Tax Consequences to Foreign Investors.  The following information describes the material U.S. federal income tax treatment of investors in the notes that are foreign persons. The term “foreign person” means any person other than a U.S. person, as defined above. The IRS has issued regulations which set forth procedures to be followed by a foreign person in establishing foreign status for certain purposes. Prospective investors are strongly encouraged to consult with their tax advisors concerning the requirements imposed by the regulations and their effect on the holding of the notes.

Interest paid or accrued to a foreign person that is not effectively connected with the conduct of a trade or business within the United States by the foreign person will generally be considered “portfolio interest” and generally will not be subject to U.S. federal income tax and withholding tax, as long as the foreign person:

· is not actually or constructively a “10 percent shareholder” of Holdco or a “controlled foreign corporation” with respect to which Holdco is a “related person” within the meaning of the Code, and

· provides an appropriate statement, signed under penalties of perjury, certifying that the holder is a foreign person and providing that foreign person’s name and address. For beneficial owners that are individuals or entities treated as corporations, this certification may be made on Form W-8BEN. If the information provided in this statement changes, the foreign person must report that change within 30 days of such change. The statement generally must be provided in the year a payment occurs or in any of the three preceding years.

If this interest were not portfolio interest, then it would be subject to U.S. federal income and withholding tax at a current rate of 30% unless reduced or eliminated pursuant to an applicable income tax treaty. For a description of certain documentation requirements pertaining to such withholding tax, see “Appendix L—Global Clearance, Settlement and Tax Documentation Procedures—U.S. Federal Income Tax Documentation Requirements” in this prospectus.

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Any capital gain realized on the sale or other taxable disposition of a note by a foreign person will be exempt from U.S. federal income and withholding tax, provided that:

· the gain is not effectively connected with the conduct of a trade or business in the United States by the foreign person, and

· in the case of an individual foreign person, the foreign person is not present in the United States for 183 days or more in the taxable year and certain other requirements are met.

If the interest, gain or income on a note held by a foreign person is effectively connected with the conduct of a trade or business in the United States by the foreign person, the holder—although exempt from the withholding tax previously discussed if a duly executed Form W-8ECI is furnished—generally will be subject to U.S. federal income tax on the interest, gain or income at regular U.S. federal income tax rates. In addition, if the foreign person is a foreign corporation, it may be subject to a branch profits tax equal to 30% of its “effectively connected earnings and profits” within the meaning of the Code for the taxable year, as adjusted for certain items, unless it qualifies for a lower rate under an applicable tax treaty.

Information Reporting and Backup Withholding.  The indenture trustee will be required to report annually to the IRS, and to each noteholder, the amount of interest paid on, or the proceeds from the sale or other taxable disposition of, the notes and the amount withheld for federal income taxes, if any, for each calendar year, except as to exempt recipients—generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status. Each noteholder other than one who is not subject to the reporting requirements will be required to provide, under penalties of perjury, a certificate containing its name, address, correct federal taxpayer identification number, which includes a U.S. social security number, and a statement that the holder is not subject to backup withholding. Should a non-exempt noteholder fail to provide the required certification or should the IRS notify the indenture trustee or the issuer that the holder has provided an incorrect federal taxpayer identification number or is otherwise subject to backup withholding, the indenture trustee or the issuer will be required to withhold at a prescribed rate from the interest otherwise payable to the noteholder, or the proceeds from the sale or other taxable disposition of the notes, and remit the withheld amounts to the IRS as a credit against the holder’s U.S. federal income tax liability.

Foreign Account Tax Compliance. If the notes are originally issued on or after March 18, 2012, foreign persons that are holders of the notes should be aware that United States tax legislation (“FATCA”) enacted in 2010 provides that beginning on January 1, 2013, a 30% withholding tax will be imposed on certain payments (which could include interest in respect of notes if they are issued on or after March 18, 2012 and gross proceeds from the sale, exchange or other disposition of such notes) made to a foreign entity if such entity fails to satisfy certain new disclosure and reporting rules. FATCA generally requires that (i) in the case of a foreign financial institution (defined broadly to include a hedge fund, a private equity fund, a mutual fund, a securitization vehicle or other investment vehicle), the entity identify and provide information in respect of financial accounts with such entity held (directly or indirectly) by U.S. persons and U.S.-owned foreign entities and (ii) in the case of a non-financial foreign entity, the entity identify and provide information in respect of substantial U.S. owners of such entity.

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The IRS has released final regulations and additional guidance generally delaying the FATCA effective date and providing that FATCA will generally not apply to debt obligations outstanding on July 1, 2014, along with guidance indicating that FATCA withholding tax on interest will not be imposed with respect to payments made prior to July 1, 2014 and that FATCA withholding tax on gross proceeds will not be imposed with respect to payments made prior to January 1, 2017. Investors in the notes that are foreign persons are strongly encouraged to consult with their own tax advisors regarding the potential application and impact of FATCA.

Special Tax Consequences to Holders of Non-U.S. Dollar Denominated Notes

The discussion under this heading addresses the U.S. federal income tax consequences to a holder (which, as stated above, is assumed to be a U.S. person for purposes of this discussion) whose functional currency is the U.S. dollar of the ownership and disposition of notes denominated in a currency other than U.S. dollars (“foreign exchange notes”), such as reset rate notes in foreign exchange mode.

With respect to currencies other than U.S. dollars, currency gains and losses are generally subject to special timing and characterization rules. Such rules, however, will not apply to a holder who enters into a “qualified hedging transaction.” A qualified hedging transaction is an integrated economic transaction consisting of a “qualifying debt instrument,” as defined in section 1.988-5(a)(3) of the Treasury regulations, and a “section 1.988-5(a) hedge,” as defined in section 1.988-5(a)(4) of the Treasury regulations. Generally, a qualified hedging transaction, if properly identified as an integrated economic transaction by either the U.S. holder or the IRS, is treated as a single transaction for U.S. federal income tax purposes, the effect of which is to treat a holder as owning a U.S. dollar denominated synthetic debt instrument. See “—Tax Consequences to Holders of Notes In General” above. For purposes of the discussion that follows, it is assumed that qualified hedging transactions will not be entered into with respect to foreign exchange notes.

A holder of a foreign exchange note who uses the cash method of accounting will be required to include in income the U.S. dollar value of the applicable currency denominated interest payment determined on the date the payment is received by using the spot rate for that date regardless of whether the payment is in fact converted to U.S. dollars at that time. The U.S. dollar value of the applicable currency will be the holder’s tax basis in such currency.

A holder of a foreign exchange note who uses the accrual method will be required to include in income the U.S. dollar value of the amount of interest income that has accrued and is otherwise required to be taken into account with respect to a foreign exchange reset rate note during the applicable accrual period. The U.S. dollar value of the accrued income will be determined by translating the income at the average rate of exchange for the accrual period or, with respect to an accrual period that spans two taxable years, at the average rate for the partial period within the taxable year.

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A holder of a foreign exchange note who uses the accrual method may elect to translate interest income into U.S. dollars at the spot rate on the last day of the interest accrual period (or, in the case of an accrual period that spans two taxable years, at the exchange rate in effect on the last day of the partial period within the taxable year) or, if the date of receipt is within five business days of the last day of the interest accrual period or taxable year, the spot rate on the date of receipt (“spot accrual convention”; the amount of such translated interest income is referred to below as the “translated amount”). A holder of a foreign exchange note that makes such an election must apply it consistently to all debt instruments held by such holder at the beginning of the first taxable year to which the election applies or thereafter acquired by such holder and cannot change the election without the consent of the IRS.

In either of the two cases described in the preceding two paragraphs, an accrual method holder will, in addition, recognize ordinary income or loss with respect to the accrued interest amount on the date the payment in respect of such interest amount (including a payment upon the sale, exchange or retirement of a foreign exchange note) is actually received. The amount of ordinary income or loss recognized will equal the difference between the U.S. dollar value of the applicable currency denominated payment received, determined on the date the payment is received by using the spot rate for that date, in respect of the accrual period and the U.S. dollar value of interest income that has accrued during such accrual period, as discussed above.

A holder’s tax basis in a foreign exchange note will be the U.S. dollar value of the applicable currency denominated amount paid for such note determined on the date of its purchase. A holder of a foreign exchange note who purchases a foreign exchange note with previously owned non-U.S. dollar currency will recognize ordinary income or loss in an amount equal to the difference, if any, between such holder’s tax basis in the applicable currency and the U.S. dollar fair market value of the foreign exchange note on the date of purchase.

Gain or loss realized upon the sale, exchange or retirement of a foreign exchange note that is attributable to fluctuations in currency exchange rates will be ordinary income or loss and will not be treated as interest income or expense. With respect to an individual holder, any such loss could constitute a miscellaneous itemized deduction subject to the two percent floor on such deductions. As noted above, a holder of a foreign exchange note who uses the cash method of accounting will determine the holder’s interest income inclusion using the spot rate on the date of payment. In addition, currency gains or losses with respect to the principal balance of the foreign exchange notes will be recognized in amounts equal to the difference between:

· the U.S. dollar value of the applicable currency denominated principal balance determined on the date such payment is received or the foreign exchange note is disposed of by using the spot rate for the date of receipt or disposition, and

· the U.S. dollar value of such currency denominated principal balance determined on the date the holder acquired the foreign exchange note by using the spot rate for the date of acquisition.

In the case of an accrual method taxpayer, gain or loss attributable to fluctuations in exchange rates will equal the sum of:

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· the difference between: (1) the U.S. dollar value of the applicable currency denominated principal balance of the foreign exchange note, determined on the date such payment is received or the note is disposed of, by using the spot rate for the rate for the date of receipt or disposition, and (2) the U.S. dollar value of such currency denominated principal balance of the foreign exchange note, determined on the date the holder acquired such note, by using the spot rate for the date of acquisition, and

· the difference between: (1) the U.S. dollar value of the payment of any accrued interest on the foreign exchange note, determined on the date such payment is received or the note is disposed of, by using the spot rate for the date of receipt or disposition, and (2) the translated amount.

The non-U.S. dollar currency gain or loss will be recognized only to the extent of the total gain or loss realized by a holder of a foreign exchange note on the sale, exchange or retirement of such note. Any non-U.S. dollar currency gain or loss recognized by a holder will be treated as U.S. source gain or loss. Any gain or loss realized by such a holder in excess of the non-U.S. dollar currency gain or loss will generally be capital gain or loss. Holders who realize a loss on the sale, exchange or other disposition of their foreign exchange notes (including a loss realized upon a mandatory tender of such notes on a reset date) and who repurchase such notes within 30 days should be aware that their ability to recognize the loss might be limited by section 1091 of the Code.

OID, if any, on a foreign exchange note will be determined for any accrual period in the relevant currency and then translated into U.S. dollars in the same manner as interest income accrued by a holder on the accrual basis. Likewise, upon receipt of payment attributable to OID (whether in connection with a payment of principal or the sale, exchange or retirement of a foreign exchange note), a holder will recognize exchange gain or loss to the extent of the difference between the U.S. dollar value of such payment (determined by translating any non-U.S. dollar denominated amount received at the spot rate on the date of payment) and such holder’s basis in the accrued OID (determined in the same manner as for accrued interest). Generally, any such exchange gain or loss will be ordinary income or loss and will not be treated as interest income or expense. With respect to an individual holder, any such loss could constitute a miscellaneous itemized deduction subject to the two percent floor on such deductions.

Except with respect to a holder who does not elect to amortize bond premium under section 171 of the Code, any bond premium on a foreign exchange note will be determined for an accrual period in the applicable currency, and such amount will reduce (in units of the relevant currency) the amount of interest income that the holder would otherwise report with respect to such notes. As described above, a holder who uses the cash method of accounting would translate interest income based on the spot rate on the date of receipt, and a U.S. holder who uses the accrual method of accounting would translate interest income based on the average exchange rate for the accrual period, unless such holder elected to use the spot accrual convention. Additionally, exchange gain or loss will be recognized with respect to bond premium by treating the portion of the premium amortized in an accrual period as a return of principal.

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Market discount on a foreign exchange note is also determined in the applicable currency. In the case of a holder who does not elect current inclusion, accrued market discount is translated into U.S. dollars at the spot rate on the date of disposition. No part of such accrued market discount is treated as exchange gain or loss. In the case of a holder of a foreign exchange note who elects current inclusion, the amount currently includible in income for a taxable year is the U.S. dollar value of the market discount that has accrued during such year, determined by translating such market discount in the same manner as interest income accrued by a holder on the accrual basis. Such an electing holder will recognize exchange gain or loss with respect to accrued market discount under the same rules as apply to accrued interest on a foreign exchange note received by a holder on the accrual basis.

For a discussion of U.S. federal income tax consequences to non-U.S. holders of a note denominated in a currency other than U.S. dollars, see “—Tax Consequences to Holders of Notes in General—Tax Consequences to Foreign Investors” above.

Reportable Transaction Disclosure Statement.  Pursuant to Treasury regulations, any taxpayer who has participated in a “reportable transaction” and who is required to file a U.S. federal income tax return must generally attach a disclosure statement disclosing such taxpayer’s participation in the reportable transaction to the taxpayer’s tax return for each taxable year in which the taxpayer participated in the reportable transaction. Reportable transactions include transactions that produce a foreign exchange loss of at least $50,000, for taxpayers that are individuals or trusts, or higher amounts, for certain other non-individual taxpayers. If a holder of foreign exchange notes recognizes a foreign exchange loss that exceeds the threshold amounts for that holder, he or she might be required to report such loss on IRS form 8886. Holders are strongly encouraged to consult with their own tax advisors concerning the implications of the reportable transaction disclosure requirements in light of their particular circumstances.

Special Tax Consequences to Holders of Auction Rate Notes

The following discussion summarizes certain U.S. federal income tax consequences to a holder pertaining to the auction procedure for setting the interest rate and other terms of auction rate notes. For a general discussion of the U.S. federal income tax accounting treatment applicable to holders of auction rate notes, holders should refer to “—Tax Consequences to Holders of Notes in General” above.

Although not free from doubt, the reset of the interest rate and other terms of the auction rate notes through the auction procedure will not constitute a modification of the notes or a retirement and reissuance of the notes under applicable Treasury regulations. Accordingly, a holder of an auction rate note will not realize gain or loss upon an auction reset. In addition, solely for purposes of determining OID thereon, the auction rate notes will be treated as maturing on each auction date for an amount equal to their fair market value on that date, which generally will be equal to the principal amount thereof by virtue of an auction procedure, and reissued on the same date for the same value. As a consequence, the auction rate notes generally will not be treated as bearing OID solely because interest rates are set under the auction procedure, although OID could arise by virtue of certain limitations with respect to the auction procedure, e.g., if the maximum rate became applicable to the auction rate notes.

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If, contrary to the foregoing analysis, the auction procedures were determined to give rise to a new indebtedness for U.S. federal income tax purposes, the auction rate notes could be treated as debt instruments that mature on each auction date. Alternatively, the auction rate notes could be treated as bearing contingent interest under applicable Treasury regulations. Under such regulations, the amount treated as taxable interest to a holder of an auction rate note in each accrual period would be a hypothetical amount based upon the issuer’s current borrowing costs for comparable, noncontingent debt instruments (the “noncontingent bond method”), and a holder of an auction rate note might be required to include interest in income in excess of actual cash payments received for certain taxable periods. In addition, if the auction rate notes were treated as contingent payment obligations, any gain upon their sale or exchange would be treated as ordinary income, any loss would be ordinary loss to the extent of the holder’s prior ordinary income inclusions with respect to the auction rate notes, and the balance would generally be treated as capital loss.

Special Tax Consequences to Holders of Reset Rate Notes

The following discussion summarizes certain U.S. federal income tax consequences to a holder pertaining to the reset procedure for setting the interest rate, currency and other terms of a class of reset rate notes.

In General.  As a general matter, notes that are subject to reset and remarketing provisions are not treated as repurchased and reissued or modified at the time of such reset. Unlike more typical reset rate notes, reset rate notes that are denominated in a currency other than U.S. dollars (“foreign exchange reset rate notes”) are subject to a mandatory tender on the subsequent reset date and other unusual remarketing terms facilitated by the related currency swap agreements, both of which are indicative of treatment as newly issued instruments upon such reset date. Accordingly, although not free from doubt, the remarketing of foreign exchange reset rate notes pursuant to the reset procedures will constitute a retirement and reissuance of such notes under applicable Treasury regulations. In contrast, reset rate notes denominated in U.S. dollars (“U.S. dollar reset rate notes”) will be subject to more typical reset procedures unless they are reset and remarketed into a currency other than U.S. dollars. Thus, subject to the discussion under “—Possible Alternative Treatment of the Reset Rate Notes” below, a non-tendering holder of a U.S. dollar reset rate note will not realize gain or loss if the note continues to be denominated in U.S. dollars, and such note will be deemed to remain outstanding until the note is reset into a currency other than U.S. dollars or until some other termination event (e.g., the call option is exercised, the stated maturity date is reached or the principal balance of the notes is reduced to zero). Although not free from doubt, in the event a U.S. dollar reset rate note is reset into a currency other than U.S. dollars (an event triggering a mandatory tender by all existing holders), the note will be treated as retired and reissued upon such reset.

Regardless of whether they constitute U.S. dollar reset rate notes or foreign exchange reset rate notes, under applicable Treasury regulations, solely for purposes of determining OID thereon, the reset rate notes will be treated as maturing on each reset date for their principal balance on such date and reissued on the reset date for the principal balance resulting from the reset procedures.

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If a failed remarketing occurs, for U.S. federal income tax purposes, the reset rate notes will be deemed to remain outstanding until a reset date on which they are subject to mandatory tender (i.e., in the case of the U.S. dollar reset rate notes, they are successfully remarketed into a currency other than U.S. dollars, or in the case of the foreign exchange reset rate notes, until the subsequent reset date on which a successful remarketing occurs), or until some other termination event (e.g., the call option is exercised, the stated maturity date is reached or the principal balance of the notes is reduced to zero).

If the call option is exercised, the reset rate notes will be considered retired for U.S. federal income tax purposes. As a result, the subsequent resale of the reset rate notes to holders unrelated to the issuer will be considered a new issuance of the reset rate notes. The issue price, OID, if any, holding period and other tax-related characteristics of the reset rate notes will accordingly be redetermined on the premise that the reset rate notes will be newly issued on the date on which the reset rate notes are resold.

Tax Accounting for Holders of the Reset Rate Notes.  For a discussion of the U.S. federal income tax accounting treatment of the U.S. dollar reset rate notes, holders of such notes should refer to “—Tax Consequences to Holders of Notes in General” above, and for a discussion of the U.S. federal income tax accounting treatment of foreign exchange reset rate notes, holders of such notes should refer to “—Special Tax Consequences to Holders of Non- U.S. Dollar Denominated Notes” above. The tax accounting treatment described in those sections assumes that the conclusions in the discussion under “—Special Tax Consequences to Holders of Reset Rate Notes—In General” above are correct but is subject to the discussion under the heading “—Possible Alternative Treatment of the Reset Rate Notes” below.

Possible Alternative Treatment of the Reset Rate Notes.  There can be no assurance that the IRS will agree with the above conclusions as to the expected treatment of the reset rate notes, and it is possible that the IRS could assert another treatment and that such treatment could be sustained by the IRS or a court in a final determination. Contrary to the treatment for U.S. dollar reset rate notes discussed under the heading “—Special Tax Consequences to Holders of Reset Rate Notes—In General” above, it might be contended that a remarketing of U.S. dollar reset rate notes that continue to be denominated in U.S. dollars pursuant to such remarketing will result in the material modification of such notes and will give rise to a new indebtedness for U.S. federal income tax purposes. Given the open-ended nature of the reset mechanism, the possibility that U.S. dollar reset rate notes that continue to be denominated in U.S. dollars upon a reset may be deemed to mature and be reissued on the applicable reset date is somewhat greater than if the reset procedures were merely a device to reset interest rates on a regular basis. Alternatively, even if the reset mechanism did not cause a deemed reissuance of such U.S. dollar reset rate notes, such notes could be treated as bearing contingent interest under applicable Treasury regulations.  Under such regulations, the amount treated as taxable interest to a holder of a reset rate note in each accrual period would be a hypothetical amount based upon the issuer’s current borrowing costs for comparable, noncontingent debt instruments (the “noncontingent bond method”), and a holder of a reset rate note might be required to include interest in income in excess of actual cash payments received for certain taxable periods.  In addition, if the reset rate notes were treated as contingent payment obligations, any gain upon their sale or exchange would be treated as ordinary income, any loss would be ordinary loss to the extent of the holder’s prior ordinary income inclusions with respect to the reset rate notes, and the balance would be treated as a capital loss.

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It might also be contended that U.S. dollar reset rate notes that are reset to a currency other than U.S. dollars or foreign exchange reset rate notes that are successfully remarketed should not be treated as maturing on the reset date, and instead should be treated as maturing on their stated maturity date or over their weighted average life for U.S. federal income tax purposes. Even if such reset rate notes were not so treated, applicable Treasury regulations generally treat reset rate notes as maturing on the reset date for purposes of calculating OID. Such regulations probably would apply to the reset rate notes, although a different result cannot be precluded given the unusual features of the reset rate notes. In the event that U.S. dollar reset rate notes that are reset to a currency other than U.S. dollars or foreign exchange reset rate notes that are successfully remarketed were not treated as maturing on the reset date (e.g., such reset rate notes were treated as maturing on their stated maturity date or over their weighted average life for U.S. federal income tax purposes), it might also follow that such reset rate notes should be treated as bearing contingent interest. It is not entirely clear how such an instrument would be treated for tax accounting purposes.  Treasury regulations governing the treatment of contingent payment debt instruments providing for payments denominated in or by reference to a non-U.S. dollar currency may apply to the reset rate notes under this alternative characterization.  The rules set forth in these regulations are complex and their potential application to the reset rate notes is not clear.  Holders are strongly encouraged to consult with their own tax advisors regarding the tax treatment of the reset rate notes if the reset rate notes were recharacterized in the manner described in this paragraph.

EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

The European Union has adopted a Directive regarding the taxation of savings income. Member states of the European Union (“Member States”) are required to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual, or certain other types of persons, resident in another Member State, except that Austria and Luxembourg have instead opted to impose a withholding system for a transitional period unless during such period they elect otherwise (the ending of such transitional period being dependent on the conclusion of certain other agreements relating to information exchange with certain other countries).  A number of non-European Union countries and territories have adopted similar measures (either regarding the provision of information or transitional withholding).

The withholding tax provisions of the Directive could apply to payments on notes made through a Luxembourg or Austrian paying agent. It is expected that holders will be able to take steps to keep payments from being subject to such withholding tax, for example, by receiving payments from a paying agent outside Luxembourg and Austria, although we cannot preclude the possibility that withholding tax will eventually be levied in some situations. In any event, details of payments made from a Member State on the notes to an individual, or certain other types of persons, resident in another Member State will likely have to be reported to the tax or other relevant authorities of that other Member State under the Directive or local law, including, for example, to Member States in cases where recipients are located in the jurisdiction where payments are actually made.

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The European Commission has published proposals for amendments to the Directive, which, if implemented, would amend and broaden the scope of the requirements above.

STATE TAX CONSEQUENCES

The above discussion does not address the tax treatment of the related trust, the notes, or the holders of the notes of any series under any state or local tax laws. The activities of the servicer in servicing and collecting the trust student loans will take place at each of the locations at which the servicer’s operations are conducted and, therefore, different tax regimes apply to the trust and the holders of the notes. Prospective investors are urged to consult with their own tax advisors regarding the state and local tax treatment of the trust as well as any state and local tax consequences to them of purchasing, owning and disposing of the notes.

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The federal and state tax discussions described above may not be applicable depending upon each holder’s particular tax situation. Prospective purchasers are strongly encouraged to consult with their own tax advisors as to the tax consequences to them of purchasing, owning or disposing of notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 4975 of the Code impose certain restrictions on:

· employee benefit plans as defined in Section 3(3) of ERISA;

· certain other retirement plans and arrangements described in Section 4975 of the Code, including:

1.      individual retirement accounts and annuities, and

2.      Keogh plans;

· collective investment funds and separate accounts and, as applicable, insurance company general accounts in which those plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA and Section 4975 of the Code;

· any other entity whose assets are deemed to be “plan assets” as a result of any of the above plans, arrangements, funds or accounts investing in such entity; and

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· persons who are fiduciaries with respect to plans in connection with the investment of plan assets.

The term “Plans” includes the plans and arrangements listed in the first two bullet points above.

Some employee benefit plans, such as governmental plans described in Section 3(32) of ERISA, and certain church plans described in Section 3(33) of ERISA, are not subject to the prohibited transaction provisions of ERISA and Section 4975 of the Code. However, these plans may be subject to the provisions of any other applicable federal or state law, materially similar to the provisions of ERISA and Section 4975 of the Code described in this prospectus. Moreover, if a plan is not subject to ERISA requirements but is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue Code, the prohibited transaction rules in Section 503 of the Code will apply.

ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that the Plan’s investments be made in accordance with the documents governing the Plan. In addition, Section 406 of ERISA and Section 4975 of the Code prohibit a broad range of transactions involving assets of a Plan and persons who are called “Parties in Interest” under ERISA and “Disqualified Persons” under the Code (“Parties in Interest”) who have certain specified relationships to the Plan unless a statutory, regulatory or administrative exemption is available. A trust, the depositor, any underwriter, the trustee or the eligible lender trustee, as applicable, the indenture trustee, the servicer, the administrator, any provider of credit support, a swap provider, the auction agent or any of their affiliates may be considered to be or may become Parties in Interest with respect to certain Plans. Some Parties in Interest that participate in a prohibited transaction may be subject to an excise tax imposed under Section 4975 of the Code or a penalty imposed under Section 502(i) of ERISA, unless a statutory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code.  In addition, because these parties may receive certain benefits from the sales of the notes, the purchase of the notes using Plan assets over which any of them has investment authority should not be made if it could be deemed a violation of the prohibited transaction rules of ERISA and the Code for which no exemption is available.

Under regulations issued by the Department of Labor called the “Plan Asset Regulations”, if a Plan makes an “equity” investment in an entity, the underlying assets and properties of that entity will be deemed for purposes of ERISA to be assets of the investing Plan unless exceptions in the regulation apply. The Plan Asset Regulations define an “equity interest” as any interest in an entity other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features. If the notes are treated as debt for purposes of the Plan Asset Regulations, the student loans and the other assets of the trust should not be deemed to be assets of an investing Plan. If, however, the notes were treated as “equity” for purposes of the Plan Asset Regulations, a Plan purchasing the notes could be treated as holding the student loans and the other assets of the trust.

Unless described differently in the related prospectus supplement, the notes of each series denominated as debt should be treated as debt and not as equity interests for purposes of the Plan Asset Regulations. However, without regard to this characterization of the notes, prohibited

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transactions under Section 406 of ERISA and Section 4975 of the Code may arise if a note is acquired by a Plan with respect to which any of the trust, the depositor, any underwriter, the trustee or the eligible lender trustee, as applicable, the indenture trustee or certain of their affiliates is a Party in Interest unless the transactions are subject to one or more statutory or administrative exemptions.

Included among the administrative exemptions are the following exemptions:

· Prohibited Transaction Class Exemption (“PTCE”) 96-23, which exempts certain transactions effected on behalf of a Plan by an “in-house asset manager”;

· PTCE 90-1, which exempts certain transactions between insurance company separate accounts and Parties in Interest;

· PTCE 91-38, which exempts certain transactions between bank collective investment funds and Parties in Interest;

· PTCE 95-60, which exempts certain transactions between insurance company general accounts and Parties in Interest; or

· PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a “qualified professional asset manager.”

There is also a statutory exemption that may be available under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code to a party in interest that is a service provider to a Plan investing in the notes for adequate consideration, provided such service provider is not (i) the fiduciary with respect to the Plan’s assets used to acquire the notes or an affiliate of such fiduciary or (ii) an affiliate of the employer sponsoring the Plan.  Adequate consideration means fair market as determined in good faith by the Plan fiduciary pursuant to regulations to be promulgated by the Department of Labor.

These administrative and statutory exemptions may not apply with respect to any particular Plan’s investment in notes and, even if an exemption were deemed to apply, it might not apply to all prohibited transactions that may occur in connection with the investment. Accordingly, before making an investment in the notes, investing Plans should determine whether the applicable trust, the depositor, any underwriter, the trustee or the eligible lender trustee, as applicable, the indenture trustee, the servicer, the administrator, any provider of credit support, the swap provider or any of their affiliates is a Party in Interest for that Plan and, if so, whether the transaction is eligible for one or more statutory, regulatory or administrative exemptions.

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* * *

A Plan fiduciary considering the purchase of the notes of a given series is strongly encouraged to consult with its tax and/or legal advisors regarding whether the assets of the related trust would be considered Plan assets, the possibility of exemptive relief from the prohibited transaction rules and other related issues and their potential consequences. Each Plan fiduciary also should determine whether, under the fiduciary standards of investment prudence and diversification, an investment in the notes is appropriate for the Plan, also considering the overall investment policy of the Plan and the composition of the Plan’s investment portfolio, as well as whether the investment is permitted under the Plan’s governing instruments.

AVAILABLE INFORMATION

SLM Funding LLC, as the originator of each trust and the depositor, has filed with the Securities and Exchange Commission (“SEC”) a registration statement for the notes under the Securities Act of 1933, as amended (the “Securities Act”). This prospectus and the accompanying prospectus supplement, both of which form part of the registration statement, do not contain all the information contained in the registration statement.

You may inspect and copy the registration statement at the public reference facilities maintained by the SEC at: 100 First Street, N.E., Washington, D.C. 20549, or at the SEC’s regional offices.

In addition, you may obtain copies of the registration statement from the Public Reference Branch of the SEC, 100 First Street, N.E., Washington, D.C. 20549 upon payment of certain prescribed fees. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-732-0330.

The registration statement may also be accessed electronically through the SEC’s Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system at the SEC’s website located at http://www.sec.gov.  The Securities Act file number for this registration statement is 333-166301.

REPORTS TO NOTEHOLDERS

The administrator will prepare periodic unaudited reports as described in the related prospectus supplement for each series. These periodic unaudited reports will contain information concerning the trust student loans in the related trust. They will be sent only to Cede & Co., as nominee of DTC.  The administrator will not send reports directly to the beneficial holders of the notes.  However, these reports may be viewed at sponsor’s website:  http://www.salliemae.com/investors/debtasset/slmsltrusts. The reports will not constitute financial statements prepared in accordance with generally accepted accounting principles.

So long as it is required to do so, the trust will cause the administrator to file with the SEC all periodic reports required under the Exchange Act. The reports concerning the trust are required to be delivered to the holders of the notes.  These reports include (but are not limited to):

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· Reports on Form 8-K (Current Report), following the issuance of the series of notes of the related trust, including as Exhibits to the Form 8-K the transaction agreements or other documents specified in the related prospectus supplement;

· Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;

· Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the distribution date specified in the related prospectus supplement; and

· Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year and the items required pursuant to Items 1122 and 1123 of Regulation AB under the Securities Act.

Each trust will have a separate Central Index Key assigned by the SEC for the trust.  Reports filed with respect to a trust with the SEC after the prospectus supplement is filed will be available under that trust’s Central Index Key, which will be a serial company number assigned to the file number of the depositor shown above.

INCORPORATION OF DOCUMENTS BY REFERENCE

All reports and other documents filed by or for a trust under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the offering of the notes will be deemed to be incorporated by reference into this prospectus. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference may be modified or superseded by a subsequently filed document.

We will provide without charge to each person to whom a copy of this prospectus is delivered, on the written or oral request of that person, a copy of any or all of the documents incorporated in this prospectus or in any related prospectus supplement by reference, except the exhibits to those documents, unless the exhibits are specifically incorporated by reference.

Written requests for copies should be directed to SLM Funding LLC, in care of Corporate and Investor Relations, Sallie Mae, Inc., 2001 Edmund Halley Drive, Reston, Virginia 20191. Telephone requests for copies should be directed to (703) 810-3000.

THE PLAN OF DISTRIBUTION

The depositor, ECFC and the underwriters named in the related prospectus supplement will enter into an underwriting agreement for the notes of the related series and/or a separate placement agreement for the notes of that series. Under the underwriting agreement, the depositor will agree to cause the related trust to issue to the depositor, the depositor will agree to sell to the underwriters, and each of the underwriters will severally agree to purchase, the amount of each class of notes listed in the prospectus supplement.

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The underwriters will agree, subject to the terms and conditions of the underwriting agreement, to purchase all the notes described in the underwriting agreement and offered by this prospectus and the related prospectus supplement. In some series, the depositor or an affiliate may offer some or all of the notes for sale directly.

Underwriters may offer the notes to potential investors in person, by telephone, over the internet or by other means.

The related prospectus supplement will either:

· show the price at which each class of notes is being offered for sale to the public and any concessions that may be offered to dealers participating in the offering; or

· specify that the notes will be sold by the depositor or an affiliate or will be sold or resold by the underwriters in negotiated transactions at varying prices to be determined at the time of such sale.

After the initial public offering of any notes, the offering prices and concessions may be changed.

Until the distribution of the notes is completed, SEC rules may limit the ability of the underwriters and selling group members to bid for and purchase the notes. As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize the price of the notes. These consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the notes.

If an underwriter creates a short position in the notes in connection with the offering—that is, if it sells more notes than are shown on the cover page of the related prospectus supplement—the underwriter may reduce that short position by purchasing notes in the open market.

An underwriter may also impose a penalty bid on other underwriters and selling group members. This means that if the underwriter purchases notes in the open market to reduce the underwriters’ short position or to stabilize the price of the notes, it may reclaim the amount of the selling concession from the underwriters and selling group members who sold those notes as part of the offering.

In general, purchases of notes for the purpose of stabilization or to reduce a short position could cause the price of the notes to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the notes to the extent that it discourages resales of the notes.

Neither the depositor nor any underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, neither we nor any underwriter make any representation that the underwriter will engage in those transactions or that those transactions, once commenced, will not be discontinued without notice.

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Any underwriter may assist in resales of the notes but is not required to do so. The related prospectus supplement will indicate whether any underwriter intends to make a secondary market in the notes offered by such prospectus supplement. No underwriter will be obligated to make a secondary market.

This prospectus may be used in connection with the remarketing of a class of reset rate notes or the offering of a class of reset rate notes by Holdco or its affiliate after its exercise of the related call option with respect to that class.

In connection with any remarketing of a class of reset rate notes, unless the all-hold rate will be in effect, we will prepare for distribution to prospective purchasers a new prospectus supplement to the original prospectus covering the terms of the remarketing.

If Holdco or one of its subsidiaries exercises its call option with respect to any class of reset rate notes previously publicly offered by any trust formed by the depositor prior to a related reset date, that entity may resell those reset rate notes under this prospectus. In connection with the resale, we will prepare for distribution to prospective purchasers a new prospectus supplement to the original prospectus covering such resale.

If applicable, the related prospectus supplement will also contain material information regarding any new swap counterparty or counterparties. In addition, the related prospectus supplement will contain any other pertinent information relating to the trust as may be requested by prospective purchasers, remarketing agents or otherwise, and will also contain material information regarding the applicable student loan guarantors and information describing the characteristics of the related pool of trust student loans that remains outstanding as of a date reasonably proximate to the date of that prospectus supplement, including updated tables relating to the information presented in the original prospectus supplement, new tables containing the statistical information generally presented by the depositor as part of its then recent student loan securitizations, or a combination of both.

Each underwriting agreement will provide that the depositor, Holdco and ECFC will indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act, or contribute to payments the underwriters may be required to make on those civil liabilities.

Each trust may, from time to time, invest the funds in its trust accounts in eligible investments acquired from one or more of the underwriters.

Under each of the underwriting agreements for a given series of notes, the closing of the sale of any class of notes will be conditioned on the closing of the sale of all other classes.

The place and time of delivery for the notes will appear in the related prospectus supplement.

In connection with the remarketing of any class of reset rate notes that was originally underwritten on its date of issuance, the applicable remarketing agents will not re-underwrite such reset rate notes.  See “Additional Information Regarding the Notes—Reset Rate Notes—Tender of Reset Rate Notes; Remarketing Procedures” for a description of the applicable remarketing procedures and the role of the remarketing agents.

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LEGAL MATTERS

Laurent C. Lutz, Executive Vice President and General Counsel of Holdco or any Deputy General Counsel or Associate General Counsel of SMI, as counsel to ECFC, any other affiliates of Holdco who are selling loans to the trust, the administrator, the servicer and the depositor, and Bingham McCutchen LLP as special counsel to ECFC, any other sellers, the administrator, the sponsor, the servicer and the depositor, will give opinions on specific matters for the trust, the applicable sellers, the depositor, the servicer and the administrator.

Each prospectus supplement will identify the other law firms who will give opinions on additional legal matters for the underwriters and specific U.S. federal and Delaware state income tax matters.

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APPENDIX A

Federal Family Education Loan Program

On March 30, 2010, the President of the United States signed into law the Health Care and Education Reconciliation Act of 2010 (“HCERA”) which terminated the Federal Family Education Loan Program, known as the FFELP, under Title IV of the Higher Education Act, as of July 1, 2010. This appendix presents a summary of the FFELP prior to its termination date. The new law does not alter or affect the terms and conditions of existing student loans made under the FFELP prior to July 1, 2010.

General

The FFELP provides for loans to students who were enrolled in eligible institutions, or to parents of dependent students, to finance their educational costs. As further described below, payment of principal and interest on the student loans is insured by a state or not-for-profit guaranty agency against:

· default of the borrower;

· the death, bankruptcy or permanent, total disability of the borrower;

· closing of the borrower’s school prior to the end of the academic period;

· false certification by the borrower’s school of his eligibility for the loan; and

· an unpaid school refund.

Claims are paid from federal assets, known as “federal student loan reserve funds,” which are maintained and administered by state and not-for-profit guaranty agencies. In addition the holders of student loans are entitled to receive interest subsidy payments and special allowance payments from the United States Department of Education (which we refer to as the Department of Education) on eligible student loans.

Special allowance payments raise the interest rate of return to student loan lenders when the statutory borrower interest rate is below an indexed market value. Subject to certain conditions, a program of federal reinsurance under the Higher Education Act entitles guaranty agencies to reimbursement from the Department of Education for between 75% and 100% of the amount of each guarantee payment.

Four types of student loans were authorized under the Higher Education Act:

· Subsidized Stafford Loans to students who demonstrate requisite financial need;

· Unsubsidized Stafford Loans to students who either do not demonstrate financial need or require additional loans to supplement their Subsidized Stafford Loans;

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· Parent Loans for Undergraduate Students, known as “PLUS Loans,” to parents of dependent students whose estimated costs of attending school exceed other available financial aid; and

· Consolidation Loans, which consolidate into a single loan a borrower’s obligations under various federally authorized student loan programs.

Before July 1, 1994, the Higher Education Act also authorized loans called “Supplemental Loans to Students” or “SLS Loans” to independent students and, under some circumstances, dependent undergraduate students, to supplement their Subsidized Stafford Loans. The Unsubsidized Stafford Loan program replaced the SLS program.

This appendix and the prospectus describe or summarize the material provisions of Title IV of the Higher Education Act, the FFELP and related statutes and regulations. They, however, are not complete and are qualified in their entirety by reference to each actual statute and regulation. Both the Higher Education Act and the related regulations have been the subject of extensive amendments. We cannot predict whether future amendments or modifications might materially change any of the programs described in this appendix or the statutes and regulations that implement them.

Legislative Matters

The federal student loan programs are subject to frequent statutory and regulatory changes. The most significant change to the FFELP was with the enactment of the HCERA, which terminated the FFELP as of July 1, 2010.

On December 23, 2011, the President of the United States signed the Consolidated Appropriations Act of 2012 into law. This law includes changes that permit FFELP lenders or beneficial holders to change the index on which the special allowance payments are calculated for FFELP loans first disbursed on or after January 1, 2000.  The law allows owners of FFELP loans to elect to change the applicable index from the three-month commercial paper rate to the one-month LIBOR index.  Such elections must be made by April 1, 2012.  Unless otherwise stated in the related prospectus supplement, such election was made with respect to the related trust student loans underlying your notes.

We cannot predict whether further changes will be made to the Higher Education Act in future legislation or the effect of such additional legislation on the sponsor’s student loan program or the trust student loans.

Eligible Lenders, Students and Educational Institutions

Lenders who were eligible to make loans under the FFELP generally included banks, savings and loan associations, credit unions, pension funds and, under some conditions, schools and guarantors. A student loan may be made to, or on behalf of, a “qualified student.” A “qualified student” is an individual who

· is a United States citizen, national or permanent resident;

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· has been accepted for enrollment or is enrolled and is maintaining satisfactory academic progress at a participating educational institution;

· is carrying at least one-half of the normal full-time academic workload for the course of study the student is pursuing; and

· meets the financial need requirements for the particular loan program.

Eligible schools include institutions of higher education, including proprietary institutions, meeting the standards provided in the Higher Education Act. For a school to participate in the program, the Department of Education must approve its eligibility under standards established by regulation.

Financial Need Analysis

Subject to program limits and conditions, student loans generally were made in amounts sufficient to cover the student’s estimated costs of attending school, including tuition and fees, books, supplies, room and board, transportation and miscellaneous personal expenses as determined by the institution. Generally, each loan applicant (and parents in the case of a dependent child) underwent a financial need analysis.

Special Allowance Payments

The Higher Education Act provides for quarterly special allowance payments to be made by the Department of Education to holders of student loans to the extent necessary to ensure that they receive at least specified market interest rates of return. The rates for special allowance payments depend on formulas that vary according to the type of loan, the date the loan was made and the type of funds, tax-exempt or taxable, used to finance the loan. The Department of Education makes a special allowance payment for each calendar quarter, generally within 45 to 60 days after the receipt of a bill from the lender.

The special allowance payment equals the average unpaid principal balance, including interest which has been capitalized, of all eligible loans held by a holder during the quarterly period multiplied by the special allowance percentage.

For student loans disbursed before January 1, 2000, the special allowance percentage is computed by:

(1) determining the average of the bond equivalent rates of 91-day Treasury bills auctioned for that quarter;

(2) subtracting the applicable borrower interest rate;

(3) adding the applicable special allowance margin described in the table below; and

(4) dividing the resultant percentage by 4.

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If the result is negative, the special allowance payment is zero.

Date of First Disbursement	Special Allowance Margin
Before 10/17/86	3.50%
From 10/17/86 through 09/30/92	3.25%
From 10/01/92 through 06/30/95	3.10%
From 07/01/95 through 06/30/98	2.50% for Stafford Loans that are in In-School, Grace or Deferment
	3.10% for Stafford Loans that are in Repayment and all other loans
From 07/01/98 through 12/31/99	2.20% for Stafford Loans that are in In-School, Grace or Deferment
	2.80% for Stafford Loans that are in Repayment and Forbearance
	3.10% for PLUS, SLS and Consolidation Loans

For student loans disbursed after January 1, 2000, the special allowance percentage is computed by:

(1) determining the average of the bond equivalent rates of 3-month commercial paper (financial) rates or one-month London Inter-Bank Offered Rates (LIBOR), as applicable, quoted for that quarter;

(2) subtracting the applicable borrower interest rate;

(3) adding the applicable special allowance margin described in the table below; and

(4) dividing the resultant percentage by 4.

If the result is negative, the special allowance payment is zero.

Date of First Disbursement	Special Allowance Margin
From 01/01/00 through 09/30/07	1.74% for Stafford Loans that are in In-School, Grace or Deferment
	2.34% for Stafford Loans that are in Repayment and Forbearance
	2.64% for PLUS and Consolidation Loans
From 10/01/07 and after	1.19% for Stafford Loans that are In-School, Grace or Deferment
	1.79% for Stafford Loans that are in Repayment and PLUS
	2.09% for Consolidation Loans

For student loans disbursed on or after April 1, 2006, lenders are required to pay the Department of Education any interest paid by borrowers on student loans that exceeds the special allowance support levels applicable to such loans.

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Special allowance payments are available on variable rate PLUS Loans and SLS Loans only if the variable rate, which is reset annually, exceeds the applicable maximum borrower rate. The variable rate is based on the weekly average one-year constant maturity Treasury yield for loans made before July 1, 1998 and based on the 91-day Treasury bill for loans made on or after July 1, 1998.  The maximum borrower rate for these loans is between 9% and 12%. Effective July 1, 2006, this limitation on special allowance payments for PLUS Loans made on and after January 1, 2000 was repealed.

Fees

Origination Fee.  An origination fee must be paid to the Department of Education for all Stafford and PLUS Loans originated in the FFELP. An origination fee is not paid on a Consolidation Loan. A 3% origination fee must be deducted from the amount of each PLUS Loan.

An origination fee may be, but is not required to be, deducted from the amount of a Stafford Loan according to the following table:

Date of First Disbursement	Maximum Origination Fee
Before 07/01/06………………………………	3.0%
From 07/01/06 through 06/30/07…………….	2.0%
From 07/01/07 through 06/30/08…………….	1.5%
From 07/01/08 through 06/30/09…………….	1.0%
From 07/01/09 through 06/30/10…………….	0.5%
From 07/01/10 and after……………………...	0.0%

Federal Default Fee. A federal default fee up to 1% (previously called an insurance premium) may be, but is not required to be, deducted from the amount of a Stafford or PLUS Loan. A federal default fee is not deducted from the amount of a Consolidation Loan.

Lender Loan Fee.  A lender loan fee is paid to the Department of Education on the amount of each loan disbursement of all FFELP loans. For loans disbursed from October 1, 1993 to September 30, 2007, the fee was 0.50% of the loan amount. The fee increased to 1% of the loan amount for loans disbursed on or after October 1, 2007.

Loan Rebate Fee.  A loan rebate fee of 1.05% is paid annually on the unpaid principal and interest of each Consolidation Loan disbursed on or after October 1, 1993. This fee was reduced to 0.62% for loans made from October 1, 1998 to January 31, 1999.

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Stafford Loan Program

For Stafford Loans, the Higher Education Act provided for:

· federal reimbursement of Stafford Loans made by eligible lenders to qualified students;

· federal interest subsidy payments on Subsidized Stafford Loans paid by the Department of Education to holders of the loans in lieu of the borrowers’ making interest payments during in-school, grace and deferment periods; and

· special allowance payments representing an additional subsidy paid by the Department of Education to the holders of eligible Stafford Loans.

We refer to all three types of assistance as “federal assistance”.

Interest.  The borrower’s interest rate on a Stafford Loan can be fixed or variable. Stafford Loan interest rates are presented below.

Trigger Date	Borrower Rate	Maximum Borrower Rate	Interest Rate Margin
Before 10/01/81	7%	N/A	N/A
From 01/01/81 through 09/12/83	9%	N/A	N/A
From 09/13/83 through 06/30/88	8%	N/A	N/A
From 07/01/88 through 09/30/92	8% for 48 months; thereafter, 91-day Treasury + Interest Rate Margin	8% for 48 months, then 10%	3.25% for loans made before 7/23/92 and for loans made on or before 10/1/92 to new student borrowers; 3.10% for loans made after 7/23/92 and before 7/1/94 to borrowers with outstanding FFELP loans
From 10/01/92 through 06/30/94	91-day Treasury + Interest Rate Margin	9%	3.10%
From 07/01/94 through 06/30/95	91-day Treasury + Interest Rate Margin	8.25%	3.10%
From 07/01/95 through 06/30/98	91-day Treasury + Interest Rate Margin	8.25%	2.50% (In-School, Grace or Deferment); 3.10% (Repayment)
From 07/01/98 through 06/30/06	91-day Treasury + Interest Rate Margin	8.25%	1.70% (In-School, Grace or Deferment); 2.30% (Repayment)
From 07/01/06 through 06/30/08	6.8%	N/A	N/A
From 07/01/08 through 06/30/09……...	6.0% for undergraduate subsidized loans; and 6.8% for unsubsidized loans and graduate subsidized loans	6.0%, 6.8%	N/A
From 07/01/09 through 06/30/10……...	5.6% for undergraduate subsidized loans; and 6.8% for unsubsidized loans and graduate loans	5.6%, 6.8%	N/A

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The rate for variable rate Stafford Loans applicable for any 12-month period beginning on July 1 and ending on June 30 is determined on the preceding June 1 and is equal to the lesser of:

· the applicable maximum borrower rate

and

· the sum of

· the bond equivalent rate of 91-day Treasury bills auctioned at the final auction held before that June 1,

and

· the applicable interest rate margin.

Interest Subsidy Payments.  The Department of Education is responsible for paying interest on Subsidized Stafford Loans:

· while the borrower is a qualified student,

· during the grace period, and

· during prescribed deferment periods.

The Department of Education makes quarterly interest subsidy payments to the owner of a Subsidized Stafford Loan in an amount equal to the interest that accrues on the unpaid balance of that loan before repayment begins or during any deferral periods. The Higher Education Act provides that the owner of an eligible Subsidized Stafford Loan has a contractual right against the United States to receive interest subsidy and special allowance payments. However, receipt of interest subsidy and special allowance payments is conditioned on compliance with the requirements of the Higher Education Act, including the following:

· satisfaction of need criteria, and

· continued eligibility of the loan for federal insurance or reinsurance.

If the loan is not held by an eligible lender in accordance with the requirements of the Higher Education Act and the applicable guarantee agreement, the loan may lose its eligibility for federal assistance.

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Lenders generally receive interest subsidy payments within 45 days to 60 days after the submission of the applicable data for any given calendar quarter to the Department of Education. However, there can be no assurance that payments will, in fact, be received from the Department of Education within that period.

Loan Limits.  The Higher Education Act generally requires that lenders disburse student loans in at least two equal disbursements.  The Higher Education Act limits the amount a student can borrow in any academic year. The following chart shows current and historic loan limits.

	Dependent Students			Independent Students
Borrower’s Academic Level	Subsidized and Unsubsidized on or after 10/1/93	Subsidized and Unsubsidized on or after 7/1/07	Subsidized and Unsubsidized on or after 7/1/08	Additional Unsubsidized only on or after 7/1/94	Additional Unsubsidized only on or after 7/1/07	Additional Unsubsidized only on or after 7/1/08	Maximum Annual Total Amount
Undergraduate (per year):
1st year	$  2,625	$  3,500	$  5,500	$  4,000	$  4,000	$  4,000	$    9,500
2nd year	$  3,500	$  4,500	$  6,500	$  4,000	$  4,000	$  4,000	$  10,500
3rd year and above	$  5,500	$  5,500	$  7,500	$  5,000	$  5,000	$  5,000	$  12,500
Graduate (per year)	$  8,500	$  8,500	$  8,500	$10,000	$12,000	$12,000	$  20,500
Aggregate Limit:
Undergraduate	$23,000	$23,000	$31,000	$23,000	$23,000	$26,500	$  57,500
Graduate (including undergraduate)	$65,500	$65,500	$65,500	$73,000	$73,000	$73,000	$138,500

For the purposes of the table above:

· The loan limits include both FFELP and Federal Direct Lending Program (FDLP) loans.

· The amounts in the final column represent the combined maximum loan amount per year for Subsidized and Unsubsidized Stafford Loans. Accordingly, the maximum amount that a student may borrow under an Unsubsidized Stafford Loan is the difference between the combined maximum loan amount and the amount the student received in the form of a Subsidized Stafford Loan.

· Independent undergraduate students, graduate students and professional students may borrow the additional amounts shown in the third and fourth columns. Dependent undergraduate students may also receive these additional loan amounts if their parents are unable to provide the family contribution amount and cannot qualify for a PLUS Loan.

· Students attending certain medical schools are eligible for $38,500 annually and $189,000 in the aggregate.

· The annual loan limits are sometimes reduced when the student is enrolled in a program of less than one academic year or has less than a full academic year remaining in his program.

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Repayment.  Repayment of principal on a Stafford Loan does not begin while the borrower remains a qualified student, but only after a 6-month grace period. In general, each loan must be scheduled for repayment over a period of not more than 10 years after repayment begins. New borrowers on or after October 7, 1998 who accumulate FFELP loans totaling more than $30,000 in principal and unpaid interest are entitled to extend repayment for up to 25 years, subject to minimum repayment amounts. Consolidation Loan borrowers may be scheduled for repayment up to 30 years depending on the borrower’s indebtedness. Outlined in the table below are the maximum repayment periods available based on the outstanding FFELP indebtedness.

Outstanding FFELP Indebtedness	Maximum Repayment Period
$7,500-$9,999	12 Years
$10,000-$19,999	15 Years
$20,000-$30,000	20 Years
$30,001-$59,999	25 Years
$60,000 or more	30 Years
Note: Maximum repayment period excludes authorized periods of deferment and forbearance.

In addition to the outstanding FFELP indebtedness requirements described above, the Higher Education Act currently requires minimum annual payments of $600, unless the borrower and the lender agree to lower payments, except that negative amortization is not allowed.  The Higher Education Act and related regulations require lenders to offer a choice among standard, graduated, income-sensitive and extended repayment schedules, if applicable, to all borrowers entering repayment.  The 2007 legislation introduced an income-based repayment plan on July 1, 2009 that a student borrower may elect during a period of partial financial hardship and have annual payments that do not exceed 15% of the amount by which adjusted gross income exceeds 150% of the poverty line. The Secretary repays or cancels any outstanding principal and interest under certain criteria after 25 years.

Grace Periods, Deferral Periods and Forbearance Periods. After the borrower stops pursuing at least a half-time course of study, he generally must begin to repay principal of a Stafford Loan following the grace period. However, no principal repayments need be made, subject to some conditions, during deferment and forbearance periods.

For borrowers whose first loans are disbursed on or after July 1, 1993, repayment of principal may be deferred while the borrower returns to school at least half-time. Additional deferrals are available, when the borrower is:

· enrolled in an approved graduate fellowship program or rehabilitation program;

· seeking, but unable to find, full-time employment, subject to a maximum deferment of three years; or

· having an economic hardship, as defined in the Higher Education Act, subject to a maximum deferment of three years; or

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· serving on active duty during a war or other military operation or national emergency, or performing qualifying National Guard duty during a war or other military operation or national emergency, subject to a maximum deferral period of three years, and effective July 1, 2006 on loans made on or after July 1, 2001.

The Higher Education Act also permits, and in some cases requires, “forbearance” periods from loan collection in some circumstances. Interest that accrues during a forbearance period is never subsidized.  When a borrower ends forbearance and enters repayment, the account is considered current.  When a borrower exits grace, deferment or forbearance, any interest that has not been subsidized is generally capitalized and added to the outstanding principal amount.

PLUS and SLS Loan Programs

The Higher Education Act authorizes PLUS Loans to be made to parents of eligible dependent students and graduate and professional students and previously authorized SLS Loans to be made to the categories of students now served by the Unsubsidized Stafford Loan program. Borrowers who have no adverse credit history or who are able to secure an endorser without an adverse credit history are eligible for PLUS Loans, as well as some borrowers with extenuating circumstances. The basic provisions applicable to PLUS and SLS Loans are similar to those of Stafford Loans for federal insurance and reinsurance. However, interest subsidy payments are not available under the PLUS and SLS programs and, in some instances, special allowance payments are more restricted.

Loan Limits.  PLUS and SLS Loans disbursed before July 1, 1993 were limited to $4,000 per academic year with a maximum aggregate amount of $20,000. The annual loan limits for SLS Loans disbursed on or after July 1, 1993 range from $4,000 for first and second year undergraduate borrowers to $10,000 for graduate borrowers, with a maximum aggregate amount of $23,000 for undergraduate borrowers and $73,000 for graduate and professional borrowers.

The annual and aggregate amounts of PLUS Loans first disbursed on or after July 1, 1993 are limited only to the difference between the cost of the student’s education and other financial aid received, including scholarship, grants and other student loans.

Interest.  The interest rates for PLUS Loans and SLS Loans are presented in the chart below.

For PLUS or SLS Loans that bear interest based on a variable rate, the rate is set annually for 12-month periods, from July 1 through June 30, on the preceding June 1 and is equal to the lesser of:

· the applicable maximum borrower rate

and

· the sum of:

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· the applicable 1-year Index or the bond equivalent rate of 91-day Treasury bills, as applicable,

and

· the applicable interest rate margin.

Under current law, PLUS Loans with a first disbursement on or after July 1, 2006 will return to a fixed annual interest rate of 8.5%.

Until July 1, 2001, the 1-year index was the bond equivalent rate of 52-week Treasury bills auctioned at the final auction held prior to each June 1. Beginning July 1, 2001, the 1-year index is the weekly average 1-year constant maturity Treasury, as published by the Board of Governors of the Federal Reserve System, for the last calendar week ending on or before the June 26 immediately preceding the July 1 reset date.

Trigger Date	Borrower Rate	Maximum Borrower Rate	Interest Rate Margin
Before 10/01/81	9%	N/A	N/A
From 10/01/81 through 10/30/82	14%	N/A	N/A
From 11/01/82 through 06/30/87	12%	N/A	N/A
From 07/01/87 through 09/30/92	1-year Index + Interest Rate Margin	12%	3.25%
From 10/01/92 through 06/30/94	1-year Index + Interest Rate Margin	PLUS 10%, SLS 11%	3.10%
From 07/01/94 through 06/30/98	1-year Index + Interest Rate Margin	9%	3.10%
From 07/01/98 through 06/30/06	91-day Treasury + Interest Rate Margin	9%	3.10%
From 07/01/06	8.5%	8.5%	N/A

A holder of a PLUS or SLS Loan is eligible to receive special allowance payments during any quarter if:

· the borrower rate is set at the maximum borrower rate and

· the sum of the average of the bond equivalent rates of 91-day Treasury bills auctioned during that quarter and the applicable interest rate margin exceeds the maximum borrower rate.

Effective July 1, 2006, this limitation on special allowance payments for PLUS Loans made on or after January 1, 2000 was repealed.

Repayment; Deferments.  Borrowers begin to repay principal on their PLUS and SLS Loans no later than 60 days after the final disbursement, unless they use deferment available for the in-school period and the six-month post enrollment period. Deferment and forbearance provisions, maximum loan repayment periods, repayment plans and minimum payment amounts for PLUS and SLS loans are generally the same as those for Stafford Loans.

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Consolidation Loan Program

The enactment of HCERA ended new originations under the FFELP consolidation program, effective July 1, 2010. Previously, the Higher Education Act authorized a program under which borrowers could consolidate one or more of their student loans into a single Consolidation Loan that was insured and reinsured on a basis similar to Stafford and PLUS Loans. Consolidation Loans were made in an amount sufficient to pay outstanding principal, unpaid interest, late charges and collection costs on all federally reinsured student loans incurred under the FFELP that the borrower selects for consolidation, as well as loans made under various other federal student loan programs and loans made by different lenders. In general, a borrower’s eligibility to consolidate its federal student loans ends upon receipt of a Consolidation Loan. With the end of new FFELP originations, borrowers with multiple loans, including FFELP loans, may only consolidate their loans under the FDLP.

Consolidation Loans made on or after July 1, 1994 have no minimum loan amount. Consolidation Loans for which an application was received on or after January 1, 1993 but before July 1, 1994 were available only to borrowers who had aggregate outstanding student loan balances of at least $7,500. For applications received before January 1, 1993, Consolidation Loans were available only to borrowers who had aggregate outstanding student loan balances of at least $5,000.

To obtain a FFELP Consolidation Loan, the borrower must be either in repayment status or in a grace period before repayment begins.  For applications received on or after January 1, 1993, delinquent or defaulted borrowers are eligible to obtain Consolidation Loans if they re-enter repayment through loan consolidation. Prior to July 1, 2006, married couples who agreed to be jointly and severally liable could apply for one Consolidation Loan.  In some cases, borrowers may enter repayment status while still in school and thereby become eligible to obtain a Consolidation Loan.

Consolidation Loans bear interest at a fixed rate equal to the greater of the weighted average of the interest rates on the unpaid principal balances of the consolidated loans and 9% for loans originated before July 1, 1994. For Consolidation Loans made on or after July 1, 1994 and for which applications were received before November 13, 1997, the weighted average interest rate is rounded up to the nearest whole percent. Consolidation Loans made on or after July 1, 1994 for which applications were received on or after November 13, 1997 through September 30, 1998 bear interest at the annual variable rate applicable to Stafford Loans subject to a cap of 8.25%. Consolidation Loans for which the application is received on or after October 1, 1998 bear interest at a fixed rate equal to the lesser of (i) the weighted average interest rate of the loans being consolidated rounded up to the nearest one-eighth of one percent or (ii) 8.25%.

The 1998 reauthorization maintained interest rates for borrowers of Federal Direct Consolidation Loans whose applications were received prior to February 1, 1999 at 7.46%, which rates are adjusted annually based on a formula equal to the 91-day Treasury bill rate plus 2.3%. The borrower interest rates on Federal Direct Consolidation Loans for borrowers whose applications were received on or after February 1, 1999 and before July 1, 2006 is a fixed rate equal to the lesser of the weighted average of the interest rates of the loans consolidated, adjusted up to the nearest

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one-eighth of one percent, and 8.25%. This is the same rate that the 1998 legislation set on FFELP Consolidation Loans for borrowers whose applications are received on or after October 1, 1998 and before July 1, 2006. The 1998 legislation, as modified by the 1999 act and in 2002, set the special allowance payment rate for FFELP Consolidation Loans at the three-month commercial paper (financial) rate plus 2.64% for loans disbursed on or after January 1, 2000 and before July 1, 2006. Public Law 112-74, dated December 23, 2011, allows FFELP lenders to make an election to permanently change the index for special allowance payment calculations on all FFELP loans in the lender’s portfolio (with certain exceptions) disbursed after January 1, 2000 from the three-month commercial paper (financial) rate to the one-month LIBOR index, commencing with the special allowance payment calculations for the calendar quarter beginning on April 1, 2012.  Lenders of FFELP Consolidation Loans pay a reinsurance fee to the U.S. Department of Education. All other guarantee fees may be passed on to the borrower.

Interest on Consolidation Loans accrues and, for applications received before January 1, 1993, is paid without interest subsidy by the Department of Education. For Consolidation Loans for which applications were received between January 1, 1993 and August 10, 1993, all interest of the borrower is paid during all deferment periods. Consolidation Loans for which applications were received on or after August 10, 1993 are subsidized only if all of the underlying loans being consolidated were Subsidized Stafford Loans. In the case of Consolidation Loans made on or after November 13, 1997, the portion of a Consolidation Loan that is comprised of Subsidized Stafford Loans retains subsidy benefits during deferment periods.

No insurance premium is charged to a borrower or a lender in connection with a Consolidation Loan. However, FFELP lenders must pay an origination fee to the Department of Education of 0.50% on principal of Consolidation Loans disbursed and a monthly rebate fee to the Department of Education at an annualized rate of 1.05% on principal of and interest on Consolidation Loans disbursed on or after October 1, 1993, or at an annualized rate of 0.62% for Consolidation Loan applications received between October 1, 1998 and January 31, 1999. The rate for special allowance payments for Consolidation Loans is determined in the same manner as for other FFELP loans.

A borrower must begin to repay his Consolidation Loan within 60 days after his consolidated loans have been disbursed. For applications received on or after January 1, 1993, repayment schedule options include graduated or income-sensitive repayment plans. Loans are repaid over periods determined by the sum of the Consolidation Loan and the amount of the borrower’s other eligible student loans outstanding. The lender may, at its option, include graduated and income-sensitive repayment plans in connection with student loans for which the applications were received before that date. The maximum maturity schedule is 30 years for indebtedness of $60,000 or more.

Guaranty Agencies under the FFELP

Under the FFELP, guaranty agencies guarantee loans made by eligible lending institutions, paying claims from “Federal student loan reserve funds.” Student loans are guaranteed as to 100% of principal and accrued interest against death or discharge. The guarantor also pays 100% of the unpaid principal and accrued interest on PLUS Loans, where the student on whose behalf the loan was borrowed dies.

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FFELP loans are also insured against default, with the percent insured dependent on the date of the related loan’s disbursement. For loans made prior to October 1, 1993, lenders are insured against default for 100% of principal and accrued interest. For loans disbursed from October 1, 1993 through June 30, 2006, lenders are insured against default for 98% of principal and accrued interest. For loans disbursed on or after July 1, 2006, lenders are insured against default for 97% of principal and accrued interest.

The Department of Education reinsures guarantors for amounts paid to lenders on loans that are discharged or defaulted. The reimbursement rate on discharged loans is for 100% of the amount paid to the holder. The reimbursement rate for defaulted loans decreases as a guarantor’s default rate increases. The first trigger for a lower reinsurance rate is when the amount of defaulted loan reimbursements exceeds 5% of the amount of all loans guaranteed by the agency in repayment status at the beginning of the federal fiscal year. The second trigger is when the amount of defaults exceeds 9% of the loans in repayment. Guaranty agency reinsurance rates are presented in the table below.

Claims Paid Date	Maximum	5% Trigger	9% Trigger
Before October 1, 1993	100%	90%	80%
October 1, 1993 — September 30, 1998	98%	88%	78%
On or after October 1, 1998	95%	85%	75%

After the Department of Education reimburses a guarantor for a default claim, the guaranty agency attempts to collect the loan from the borrower. However, the Department of Education requires that the defaulted guaranteed loans be assigned to it when the guaranty agency is not successful. A guaranty agency also refers defaulted loans to the Department of Education to “offset” any federal income tax refunds or other federal reimbursement that may be due the borrowers. Some states have similar offset programs.

To be eligible for federal reinsurance, FFELP loans must meet the requirements of the Higher Education Act and the regulations issued thereunder. Generally, these regulations require that lenders determine whether the applicant is an eligible borrower attending an eligible institution, explain to borrowers their responsibilities under the loan, ensure that the promissory notes evidencing the loan are executed by the borrower, and disburse the loan proceeds as required. After the loan is made, the lender must establish repayment terms with the borrower, properly administer deferrals and forbearances, credit the borrower for payments made, and report the loan’s status to credit reporting agencies. If a borrower becomes delinquent in repaying a loan, a lender must perform collection procedures that vary depending upon the length of time a loan is delinquent. The collection procedures consist of telephone calls, demand letters, skiptracing procedures and requesting assistance from the guaranty agency.

A lender may submit a default claim to the guaranty agency after the related student loan has been delinquent for at least 270 days. The guaranty agency must review and pay the claim within 90 days after the lender filed it. The guaranty agency will pay the lender interest accrued on the loan for up to 450 days after delinquency. The guaranty agency must file a reimbursement claim with the Secretary within 30 days after the guaranty agency paid the lender for the default claim. Following payment of claims, the guaranty agency endeavors to collect the loan. Guaranty agencies also must meet statutory and regulatory requirements for collecting loans.

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Student Loan Discharges

FFELP loans are not generally dischargeable in bankruptcy. Under the United States Bankruptcy Code, before a student loan may be discharged, the borrower must demonstrate that repaying it would cause the borrower or his family undue hardship. When a FFELP borrower files for bankruptcy, collection of the loan is suspended during the time of the proceeding. If the borrower files under the “wage earner” provisions of the United States Bankruptcy Code or files a petition for discharge on the grounds of undue hardship, then the lender transfers the loan to the guaranty agency which guaranteed that loan and that agency then participates in the bankruptcy proceeding. When the proceeding is complete, unless there was a finding of undue hardship, the loan is transferred back to the lender and collection resumes.

Student loans are discharged if the borrower dies or becomes totally and permanently disabled. A physician must certify eligibility for discharge due to disability. This discharge is conditional for the first three years; if a borrower recovers sufficiently during that period to earn a reasonable income, the borrower must resume repayment.  Effective January 29, 2007, discharge eligibility was extended to survivors of eligible public servants and certain other eligible victims of the September 11, 2001 terrorist attacks on the United States.

If a school closes while a student is enrolled, or within 90 days after the student withdrew, loans made for that enrollment period are discharged. If a school falsely certifies that a borrower is eligible for the loan, the loan may be discharged, and if a school fails to make a refund to which a student is entitled, the loan is discharged to the extent of the unpaid refund. Effective July 1, 2006, a loan is also eligible for discharge if it is determined that the borrower’s eligibility for the loan was falsely certified as a result of a crime of identity theft.

Rehabilitation of Defaulted Loans

The Department of Education is authorized to enter into agreements with a guaranty agency under which such guaranty agency may sell defaulted loans that are eligible for rehabilitation to an eligible lender. For a loan to be eligible for rehabilitation the related guaranty agency must have received reasonable and affordable payments originally for 12 months which was reduced to 9 payments in 10 months effective July 1, 2006, and then the borrower may request that the loan be rehabilitated. Because monthly payments are usually greater after rehabilitation, not all borrowers opt for rehabilitation. Upon rehabilitation, a borrower is again eligible for all the benefits under the Higher Education Act for which he or she is not eligible as a borrower on a defaulted loan, such as new federal aid, and the negative credit record is expunged. No student loan may be rehabilitated more than once.

The July 1, 2009 technical corrections made to the Higher Education Act under H.R. 1777, Public Law 111-39 provide authority, between July 1, 2009 through September 30, 2011, for a guaranty agency to assign a defaulted loan to the Department of Education depending on market conditions.

Guarantor Funding

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In addition to administering the federal reserve funds, from which claims are paid, guaranty agencies are charged with responsibility for maintaining records on all loans which they have insured (“account maintenance”), assisting lenders to prevent default by delinquent borrowers (“default aversion”), post-default loan administration and collections and program awareness and oversight. These activities are funded by revenues from the following statutorily prescribed sources plus earnings on investments.

Source	Basis
Insurance Premium	Up to 1% of the principal amount guaranteed, withheld from the proceeds of each loan disbursement
Loan Processing and Issuance Fee	0.40% of the principal amount guaranteed, paid by the Department of Education
Account Maintenance Fee	Originally 0.10%, which was reduced to 0.06% on October 1, 2007, of the original principal amount of loans outstanding, paid by the Department of Education
Default Aversion Fee	1% of the outstanding amount of loans submitted by a lender for default aversion assistance, minus 1% of the unpaid principal and interest paid on default claims, which is paid once per loan by transfers out of the Student Loan Reserve Fund
Collection Retention Fee	16% of the amount collected on loans on which reinsurance has been paid (10% or 18.5% of the amount collected for a defaulted loan that is purchased by a lender for consolidation or rehabilitation, respectively), withheld from gross receipts

The Higher Education Act requires guaranty agencies to establish two funds: a Federal Student Loan Reserve Fund and an Agency Operating Fund. The Federal Student Loan Reserve Fund contains the payments received from the Department of Education and insurance premiums. The fund is federal property and its assets may be used only to pay Default Aversion Fees. Collection fees on defaulted loans are deposited into the Agency Operating Fund. The Agency Operating Fund is the guaranty agency’s property and is not subject to strict limitations on its use.

United States Department of Education Oversight

If the Department of Education determines that a guarantor is unable to meet its insurance obligations, the holders of loans insured by that guaranty agency may submit claims directly to the Department of Education and the Department of Education is required to pay the full reimbursement amounts due, in accordance with claim processing standards no more stringent than those applied by the affected guaranty agency. However, the Department of Education’s obligation to pay guarantee claims directly in this fashion is contingent upon the Department of

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Education determining a guaranty agency is unable to meet its obligations. While there have been situations where the Department of Education has made such determinations regarding affected guaranty agencies, there can be no assurances as to whether the Department of Education must make such determinations in the future or whether payments of reimbursement amounts would be made in a timely manner.

Recent Developments

For each series of notes, the related prospectus supplement will describe any recent developments that are material to your class of notes.

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APPENDIX B

Undergraduate and Graduate Loan Programs

The Signature Select Loans®, College Advantage Loan and Signature Student Loans® (collectively, “Signature Student Loans”) and the EXCEL®, Student EXCEL®, EXCEL Select, EXCEL Custom®, EXCEL Education Loan(SM), EXCEL Grad Loan(SM), EXCEL Preferred®, GRADEXCEL®, GradEXCEL Preferred and GradEXCEL Custom Program loans (collectively, “EXCEL Loans”) provide private supplemental funding for undergraduate, graduate, and health professional students.  The Signature Student Loan and EXCEL Loan programs are referred to collectively as the “Undergraduate and Graduate Loan Programs.”  Since the inception of the Signature Student Loan program and since 1999 for the EXCEL Loan program, the Student Loan Marketing Association, prior to its liquidation, SMI and, prior to its merger with SMI, Sallie Mae Servicing L.P. and its affiliates have performed all application and origination functions for these loan programs on behalf of the originating lenders.

Eligibility Requirements.  Generally, the eligibility requirements for Undergraduate and Graduate Loan Programs are as follows:

· Be enrolled or admitted at an eligible institution.

· Be a U.S. citizen, national or Permanent Resident (foreign students may apply with a creditworthy U.S. citizen or Permanent Resident as cosigner).

· Have all outstanding student loans in good standing (i.e., not in default).

· Meet established credit requirements.

· Be the age of majority in his/her state of residence.  A borrower who does not meet the age requirements may be eligible with a creditworthy cosigner.

Interest.

Signature Student Loans.  The interest rate for a Signature Student Loan depends on the date of disbursement and period of enrollment.  Generally, the borrower’s interest rate on a Signature Student Loan is variable and currently ranges from LIBOR plus 4.00% to LIBOR plus 14.00%.  Generally, for loans first disbursed before June 1, 2004, the borrower’s interest rate is tied to the Prime Rate and resets quarterly on the first day of each January, April, July and October.  For loans first disbursed on or after June 1, 2004 and before March 2008, the borrower’s interest rate is tied to the Prime Rate and resets monthly on the first day of each month.

In March 2008, SMI changed the index used for calculating the interest rate on its private education loan products from the Prime Rate to LIBOR.  Accordingly, all such loans applied for on or after March 2008, received an interest rate tied to one-month LIBOR, as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two business days prior to the twenty-fifth (25th) day of the month.  Note, however, that loans disbursed on or after March 2008 but applied for prior to that date, still received an interest rate tied to the Prime Rate.

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For loans with an interest rate tied to one-month LIBOR, the interest rate resets monthly on the twenty-fifth (25th) day of each month.  The margin may be based on the presence of a cosigner and/or the borrower’s or cosigner’s credit profile and other underwriting criteria.  In the absence of a cosigner, the margin is determined by the credit profile of the borrower and other underwriting criteria.  For cosigned loans, the margin is generally based on the cosigner’s credit profile and other underwriting criteria.

Generally, the interest rate for Signature Student Loans disbursed before June 1, 2004 is equal to the lesser of:

· The maximum interest rate allowed by law,

and

· The sum of

· either the previous calendar quarter’s average of the 13-week U.S. Treasury Bills rounded to the nearest one-hundredth (0.01) of one percent, as published weekly in The Wall Street Journal, “Credit Markets” section, in the table that quotes the result as the “bond equivalent” rate of the most recent auction,

· or the Prime Rate, as published in The Wall Street Journal, “Credit Markets” section, “Money Rates” table on the fifteenth day of the last month of the quarter prior to the reset date, and

· the applicable interest rate margin,

and is

· Rounded to the nearest one-eighth (0.125) of one percent.

Generally, the interest rate for Signature Student Loans disbursed on or after June 1, 2004 and before March 2008, and for loans applied for prior to March 2008 but disbursed on or after March 2008, is equal to the lesser of:

· The maximum interest rate allowed by law,

and

· The sum of

· the Prime Rate, as published in The Wall Street Journal, “Credit Markets” section, “Money Rates” table on the next to last business day of the month prior to the reset date, and

· the applicable interest rate margin,

and is

· Rounded to the nearest one-eighth (0.125) of one percent.

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Generally, the interest rate for Signature Student Loans applied for and disbursed on or after March 2008 is equal to the lesser of:

· The maximum interest rate allowed by law,

and

· The sum of

· either the previous calendar quarter’s average of the 13-week U.S. Treasury Bills rounded to the nearest one-hundredth (0.01) of one percent, as published weekly in The Wall Street Journal, “Credit Markets” section, in the table that quotes the result as the “bond equivalent” rate of the most recent auction,

· or one-month LIBOR, as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two New York and two London business days prior to the twenty-fifth day of the month, and

· the applicable interest rate margin,

and is

· Rounded to the nearest one-eighth (0.125) of one percent.

EXCEL Loans.  The borrower’s interest rate on EXCEL Loans can be either a monthly variable interest rate or an annual variable interest rate.  Both interest rates are based on the Prime Rate determined by SMI, which will not exceed the highest U.S. Prime Rate as published in The Wall Street Journal on the applicable determination date, plus or minus a spread.

· The monthly variable interest rate for any month resets monthly on or about the next to last New York business day of the prior month.  Any change to the interest rate becomes effective on the first day of the month.

· The annual variable interest rate for any year resets annually on or about the next to last New York business day of July.  Any change to the interest rate becomes effective on August 1.

If specified in the related promissory note, borrowers are permitted to change their interest rate option from the monthly variable interest rate to the annual variable (or vice versa) by notifying SMI by July 1, with an effective date of August 1.  These loans are referred to as “Adjustable Period Loans.”  A change of the borrower’s interest rate option at any other time may be granted with the consent of SMI for a fee generally equal to 3.00% of the outstanding principal of the related student loan.  The amount of any such fee will be capitalized as principal of the applicable trust student loan and included in the pool balance.

The spreads for interest rate for EXCEL Loans depend on the date of disbursement and the period of enrollment, and range from minus 0.75% to plus 4%.  All interest rates for EXCEL Loans are rounded to the nearest 0.25%.  If a borrower defaults on a loan, the borrower may be required to pay an additional spread of 2%.

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Repayment.

Signature Student Loan program.  Borrowers are placed in an in-school deferment while in school and during the grace period.  Borrowers typically begin to repay principal on a Signature Student Loan after the applicable grace period, which is usually six months after graduation or when the borrower falls below half-time enrollment at an eligible school.  While in repayment, borrowers may request to defer the payment of and capitalize unpaid accrued interest due during periods of educational enrollment, internship/residency or economic hardship.  Generally, unpaid accrued interest will capitalize:

· at the beginning of the repayment period;

· every twelve (12) months during periods of internship/residency deferment or at the end of the deferment period if it is less than twelve (12) months;

· every six (6) months during periods of in-school deferment and at the end of each in-school deferment period; and

· at the end of each hardship forbearance period.

Generally, the standard repayment terms for Signature Student Loans is 15 years, but can be less based upon the loan balance.  In addition, as provided in the related promissory note, the borrower may be able to request an extended repayment term of up to thirty (30) years.  The Signature Student Loan program currently requires a minimum $50.00 monthly payment for all combined Signature Student Loans.

Generally, under the Signature Student Loan program, borrowers may also request a graduated repayment option.  The graduated repayment option offers the borrower a choice between twenty-four (24) months of interest-only payments followed by level payments for the remaining term of the loan or up to forty-eight (48) months of interest-only payments followed by level payments for the remaining term of the loan.

EXCEL Loan program.  Borrowers typically begin to repay an EXCEL Loan program loan 4 ½ years after the first disbursement date of the loan or 6 months after the borrower graduates or is no longer continuously enrolled at an eligible school at least half time, whichever is earlier.  With the exception of the EXCEL loan, which does not offer the option of deferring principal and interest while in school, borrowers may make an election upon applying for an EXCEL Loan program loan to either:

· pay principal and interest while in school;

· pay only interest while in school; or

· defer principal and interest while in school.

With the exception of the EXCEL loan, interest that accrues on an EXCEL Loan program loan is capitalized at the start of repayment.  An additional 2% interest deferment fee may be charged to any borrower who elects to defer principal and interest while in school.

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In general, each loan must be scheduled for repayment over a period of not more than thirty (30) years after repayment begins.  The EXCEL Loan program requires a minimum $50.00 monthly payment for all combined EXCEL Loan program loans.  The standard repayment term schedule is presented in the following chart.  Repayment terms exclude periods of in-school, grace, deferment and forbearance.

Total Outstanding EXCEL Loan Program Indebtedness	Maximum Repayment Terms
$500-$2,999	Up to 4 years (48 months)
$3,000-$3,999	6 years (72 months)
$4,000-$7,499	10 years (120 months)
$7,500-$9,999	15 years (180 months)
$10,000 -$39,999	20 years (240 months)
$40,000 -$59,999	25 years (300 months)
$60,000 and greater	30 years (360 months)

Generally, under the EXCEL Loan program, borrowers may also request a graduated repayment option after graduation.  A graduated repayment option offers the borrower a choice between twenty-four (24) months of interest-only payments followed by level payments for the remaining term of the loan or up to forty-eight (48) months of interest-only payments followed by level payments for the remaining term of the loan.

The Undergraduate and Graduate Loan Programs also permit forbearance under which the borrower is granted temporary relief from paying principal or interest.  In general, forbearance is used most heavily when a loan first enters repayment.  However, a borrower may apply for forbearance multiple times and a significant number of the borrowers under the Undergraduate and Graduate Loan Programs have taken advantage of this option.  When a borrower ends forbearance and enters repayment, the account is considered current.  Accordingly, a borrower who may have been delinquent in his payments or may not have made any recent payments will be accounted for as a borrower in a current repayment status when he exits the forbearance period.

Supplemental Fees.  Borrowers may be required to pay a fee at disbursement and when the loan enters repayment.  Depending on the loan documentation, the disbursement fee was either deducted from the requested loan amount or added to the requested loan amount.  For loans disbursed prior to the 1999/2000 Academic Year, the disbursement fee was up to 10%.  For Signature Student Loans disbursed during or after the 1999/2000 Academic Year, the disbursement fee is based on the borrower’s and/or cosigner’s credit profile and other underwriting criteria and

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currently ranges from 0% to 8%.  For EXCEL Loan program loans, the disbursement fee is based on the presence of a cosigner and ranges from 0% to 8%.  The repayment fee, if applicable, may be added to the outstanding principal loan balance (principal plus capitalized interest) at the beginning of the repayment period.  The repayment fee for Signature Student Loans is based on the borrower’s and/or the cosigner’s credit profile and other underwriting criteria and currently ranges from 0% to 3%.  Generally, the repayment fee for EXCEL Loan program loans (other than the EXCEL Loan, which has no repayment fee) is 2% and is only assessed if the borrower chooses to defer principal and interest while enrolled in school and during the grace period.

The Undergraduate and Graduate Loan Programs and the servicing requirements thereunder may be amended from time to time.

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APPENDIX C

Law Loan Programs

LAWLOANS®,  LAWLOANs Private Loans(SM) and LAWLOANs Bar Study Loans, (“LAWLOANS”) and LawEXCEL, LawEXCEL Preferred, LawEXCEL Custom, EXCEL Grad Extension Loan(SM) and B&B EXCEL Custom loans (“LawEXCEL Loans”) provide private supplemental funding for law school students.  The LAWLOAN and LawEXCEL Loan programs are referred to collectively as the “Law Loan Programs.”  Since late 1996, the Student Loan Marketing Association, prior to its liquidation, SMI and, prior to its merger with SMI, Sallie Mae Servicing L.P.  have performed all application and origination functions for these loan programs.

Eligibility Requirements.  The eligibility requirements for Law Loan Programs are as follows:

· Be currently enrolled or admitted at least half-time in a degree-granting program at an American Bar Association accredited law school program, and for an EXCEL Grad Extension Loan, must be in the final year of a law program.

· Be a U.S. citizen, national or permanent resident, or other eligible alien (foreign students may apply with a creditworthy U.S. citizen or permanent resident as cosigner).

· Have all outstanding student loans in good standing (i.e., not in default).

· Meet established credit requirements.

· For a LAWLOANs Bar Study Loan, the borrower also must be sitting for the bar exam no later than twelve (12) months after graduation.

· Be the age of majority in his/her state of residence.  A borrower who does not meet the age requirements may be eligible with a creditworthy cosigner.

Interest.

LAWLOANS.  The interest rate for a LAWLOAN depends on the date of disbursement and the period of enrollment.  The borrower’s interest rate on a LAWLOAN is variable and ranges from one-month LIBOR plus 4.00% to one-month LIBOR plus 14.00%.  For loans disbursed before June 1, 2004, the borrower’s interest rate resets quarterly on the first day of each January, April, July and October.  For loans first disbursed on or after June 1, 2004 and before March 2008, the borrower’s interest rate is tied to the Prime Rate and resets monthly on the first day of each month.  In March 2008, SMI changed the index used for calculating the interest rate on its private education loan products from the Prime Rate to LIBOR.  Accordingly, all such loans applied for on or after March 2008, received an interest rate tied to one-month LIBOR, as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two business days prior to the twenty-fifth (25th) day of the month.  Note, however, that some loans disbursed on or after March 2008 but applied for prior to that date, still received an interest rate tied to the Prime

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Rate.  For loans with an interest rate tied to one-month LIBOR, the interest rate resets monthly on the twenty-fifth (25th) day of each month.  The margin may be based on the presence of a cosigner and/or the borrower’s or cosigner’s credit history.  In the absence of a cosigner, the margin is determined by the credit profile of the borrower and other underwriting criteria.  For cosigned loans, the margin is generally based on the cosigner’s credit profile and other underwriting criteria.

The interest rate for LAWLOANS disbursed before June 1, 2004 is equal to the lesser of:

· The maximum interest rate allowed by law,

and

· The sum of

· either the previous calendar quarter’s average of the 13-week U.S. Treasury Bills rounded to the nearest one-hundredth (0.01) of one percent, as published weekly in The Wall Street Journal, “Credit Markets” section, in the table that quotes the result, as the “bond equivalent” rate of the most recent auction,

· or the Prime Rate, as published in The Wall Street Journal, “Credit Markets” section, “Money Rates” table on the fifteenth day of the last month of the quarter prior to the change date, and

· the applicable interest rate margin,

and is

· Rounded to the nearest one-eighth (0.125) of one percent.

The interest rate for LAWLOANS disbursed on or after June 1, 2004 and before March 2008, and for loans applied for prior to March 2008 but disbursed on or after March 2008, is equal to the lesser of:

· The maximum interest rate allowed by law,

and

· The sum of

· the Prime Rate, as published in The Wall Street Journal, “Credit Markets” section, “Money Rates” table on the next to last business day of the month prior to the reset date, and

· the applicable interest rate margin,

and is

· Rounded to the nearest one-eighth (0.125) of one percent.

The interest rate for LAWLOANS applied for and disbursed on or after March 2008 is equal to the lesser of:

· The maximum interest rate allowed by law,

and

· The sum of

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· either the previous calendar quarter’s average of the 13-week U.S. Treasury Bills rounded to the nearest one-hundredth (0.01) of one percent, as published weekly in The Wall Street Journal, “Credit Markets” section, in the table that quotes the result as the “bond equivalent” rate of the most recent auction,

· or one-month LIBOR, as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two New York and two London business days prior to the twenty-fifth day of the month, and

· the applicable interest rate margin,

and is

· Rounded to the nearest one-eighth (0.125) of one percent.

LawEXCEL Loans. The borrower’s interest rate on LawEXCEL Loans can be a monthly variable or annual variable rate.  Both interest rates are based on the Prime Rate determined by SMI, which will not exceed the highest U.S. Prime Rate as published in The Wall Street Journal on the applicable determination date, plus or minus a spread.

· The monthly variable interest rate for any month resets monthly on or about the next to last New York business day of the prior month.  Any change to the interest rate becomes effective on the first day of the month.

· The annual variable interest rate for any year resets annually on or about the next to last New York business day of July.  Any change to the interest rate becomes effective on August 1.

The spreads for interest rates for LawEXCEL Loans depend on the date of disbursement and the period of enrollment, and range from minus 0.75% to plus 2.25%.  All interest rates for LawEXCEL Loans are rounded to the nearest 0.25%.  If a borrower defaults on a loan, the borrower may be required to pay an additional spread of 2%.

Repayment.

LAWLOANS.  Borrowers are placed in an in-school deferment while in school and during the grace period.  Borrowers typically begin to repay principal on a LAWLOAN after the applicable grace period, which is usually nine months after graduation or when the borrower is no longer continuously enrolled at least half time at an eligible school.  While in repayment, borrowers may request to defer payments during periods of educational enrollment, internship/residency and economic hardship.  Unpaid accrued interest will capitalize:

· At the beginning of the repayment period.

· Every twelve (12) months during periods of internship/residency deferment or at the end of the deferment period if it is less than twelve (12) months.

· Every six (6) months during periods of in-school deferment and at the end of each in-school deferment period.

· At the end of each hardship forbearance period.

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The standard repayment terms for LAWLOANS is 15 years, but can be less based upon the loan balance.  In addition, the borrower can request an extended repayment term of up to 30 years.  The LAWLOANS program currently requires a minimum $50.00 monthly payment for all combined LAWLOANS.

Under the LAWLOANS Program, borrowers may also request a graduated repayment option.  A graduated repayment option offers the borrower a choice between twenty-four (24) months of interest-only payments followed by level payments for the remaining term of the loan or up to forty-eight (48) months of interest-only payments followed by level payments for the remaining term of the loan.

LawEXCEL Loans. Borrowers typically begin to repay a LawEXCEL Loan 4½ years after the disbursement date of the loan or 6 months after the borrower graduates or is no longer continuously enrolled at an eligible school at least half time, whichever is earlier.  Borrowers may make an election upon applying for a LawEXCEL Loan to either:

· pay principal and interest while in school;

· pay only interest while in school; or

· defer principal and interest while in school.

Interest that accrues on a LawEXCEL Loan is capitalized at the start of repayment.  An additional 2% interest deferment fee is charged to any borrower who elects to defer principal and interest while in school.

Total LawEXCEL Loan Indebtedness	Maximum Repayment Terms
$500-$2,999	Up to 4 years (48 months)
$3,000-$3,999	6 years (72 months)
$4,000-$7,499	10 years (120 months)
$7,500-$9,999	15 years (180 months)
$10,000 -$39,999	20 years (240 months)
$40,000 -$59,999	25 years (300 months)
$60,000 and greater	30 years (360 months)

Under the LawEXCEL Loan program, borrowers may also request a graduated repayment option.  A graduated repayment option offers the borrower a choice between twenty-four (24) months of interest-only payments followed by level payments for the remaining term of the loan or up to forty-eight (48) months of interest-only payments followed by level payments for the remaining term of the loan.

In general, each loan must be scheduled for repayment over a period of not more than 30 years after repayment begins.  The LawEXCEL Loan program currently requires a minimum $50.00 monthly payment for all combined LawEXCEL Loans.  Repayment terms exclude periods of in-school, grace, deferment, and forbearance.

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The Law Loan Programs also permit forbearance under which the borrower is granted temporary relief from paying principal or interest.  In general, forbearance is used most heavily when a loan first enters repayment.  However, a borrower may apply for forbearance multiple times and a significant number of the borrowers under the Law Loan Programs have taken advantage of this option.  When a borrower ends forbearance and enters repayment, the account is considered current.  Accordingly, a borrower who may have been delinquent in his payments or may not have made any recent payments will be accounted for as a borrower in a current repayment status when he exits the forbearance period.

Supplemental Fees.  Borrowers may be required to pay a fee at disbursement and when the loan enters repayment.  For loans disbursed prior to the 2000/2001 Academic Year, the disbursement fee was deducted from the requested loan amount.  For LAWLOANS disbursed on or after the 2000/2001 Academic Year, the disbursement fee is generally added to the requested loan amount.  The disbursement fee for LAWLOANS is based on the borrower’s and/or the cosigner’s credit profile and other underwriting criteria and currently ranges from 0% to 3%.  For LawEXCEL Loans, the disbursement fee can either be deducted from the disbursement or added to the requested loan amount. The disbursement fee is based on whether there is a cosigner. Supplemental fees at disbursement range from 0% to 8%.  For LAWLOANS and LawEXCEL Loans, the repayment fee or some portion of the repayment fee is added to the outstanding principal loan balance (principal plus capitalized interest) at the beginning of the repayment period.  The repayment fee for LAWLOANS is based on the borrower’s and/or the cosigner’s credit profile and other underwriting criteria and currently ranges from 0% to 3%.  The repayment fee for LawEXCEL Loans is 2% and is only assessed if the borrower chose to defer principal and interest while enrolled in school and during the grace period.

The Law Loan Programs and the servicing requirements thereunder may be amended from time to time.

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APPENDIX D

MBA Loan Programs

The MBA Loans® (“MBA Loans”) and MBA EXCEL, MBA EXCEL Preferred and MBA EXCEL Custom loans (“MBA EXCEL Loans”) provide private supplemental funding for students enrolled in a graduate business program.  The MBA Loans and MBA EXCEL Loans programs are referred to collectively as the “MBA Loan Programs.”  Since 1996 for new, non-serial loans and, since 1999 for all loans, the Student Loan Marketing Association, prior to its liquidation, SMI and, prior to its merger with SMI, Sallie Mae Servicing L.P.  have performed the application and origination functions for this loan program on behalf of the originating lenders.

Eligibility Requirements.  The eligibility requirements for the MBA Loan Programs are as follows:

· Be currently enrolled or admitted (including less than half-time students) in an approved graduate business program.

· Be a U.S. citizen, national, or Permanent Resident (foreign students may apply with a creditworthy U.S.  citizen or Permanent Resident as cosigner).

· Have all outstanding student loans in good standing (i.e., not in default).

· Meet established credit requirements.

· Be the age of majority in his/her state of residence.  A borrower who does not meet the age requirements may be eligible with a creditworthy cosigner.

Interest.

MBA Loans.  For MBA Loans disbursed beginning with the 1988/1989 Academic Year, the borrower received a variable rate during the in-school and grace period, with resets on every January 1, April 1, July 1 and October 1.  The index is the bond equivalent rate of the quarterly average of the weekly Auction Averages for the 91-day United States Treasury Bills.  During repayment, the borrower’s rate is fixed and the index is the reported yield on 15-year United States Treasury Bonds most recently issued and sold 60 days prior to the beginning of the repayment period.

For MBA Loans disbursed during the 1990/1991 Academic Year and the 1991/1992 Academic Year, the borrower received a variable rate during the in-school and grace period, with resets on every January 1, April 1, July 1 and October 1.  The index is the bond equivalent rate of the quarterly average of the weekly Auction Averages for the 91-day United States Treasury Bills.  During repayment, the borrower’s rate is fixed and the index is the reported yield on 10-year United States Treasury Bonds most recently issued and sold 60 days prior to the beginning of the repayment period.

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For MBA Loans disbursed beginning with the 1992/1993 Academic Year, the borrower received a variable rate during the in-school, grace, and repayment periods, with resets on January 1, April 1, July 1 and October 1.  The index is the bond equivalent rate of the quarterly average of the weekly Auction Averages for the 91-day United States Treasury Bills, the 10-year United States Treasury Bond or the 15-year United States Treasury Bond, as the case may be.

For MBA Loans disbursed beginning with the 1996/1997 Academic Year and through the 1998/1999 Academic Year, the borrower received a variable rate during the in-school, grace and repayment periods, with resets on every January 1, April 1, July 1 and October 1.  The index is the rate published weekly in The Wall Street Journal, “Credit Markets” section in the table that quotes the results as the “coupon equivalent” rate of the most recent auction of the 13-week U.S. Treasury Bills.

For MBA Loans disbursed beginning with the 1999/2000 Academic Year and through the 2003/2004 Academic Year, the borrower received a variable rate during the in-school, grace and repayment period, with resets on January 1, April 1, July 1, and October 1.  The index is the Prime Rate, as published in The Wall Street Journal, “Credit Markets” section, “Money Rates” table on the fifteenth day of the last month of the quarter prior to the reset date.

For MBA Loans disbursed on or after June 1, 2004 and before March 2008, the borrower received a variable rate during the in-school, grace and repayment period, with resets monthly on the first day of each month.  The index is the Prime Rate, as published in The Wall Street Journal, “Credit Markets” section, “Money Rates” table on the next to last business day of the month prior to the reset date.

In March 2008, SMI changed the index used for calculating the interest rate on its private education loan products from the Prime Rate to LIBOR.  Accordingly, all such loans applied for on or after March 2008, received an interest rate tied to one-month LIBOR, as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two business days prior to the twenty-fifth (25th) day of the month.  Note, however, that some loans disbursed on or after March 2008 but applied for prior to that date, still received an interest rate tied to the Prime Rate.  For loans with an interest rate tied to one-month LIBOR, the interest rate resets monthly on the twenty-fifth (25th) day of each month.  The margin may be based on the presence of a cosigner and/or the borrower’s or cosigner’s credit profile and other underwriting criteria.  In the absence of a cosigner, the margin is determined by the credit profile of the borrower and other underwriting criteria.  For cosigned loans, the margin is generally based on the cosigner’s credit profile and other underwriting criteria.

The interest rate margin for a MBA Loan may be based on whether the loan is in repayment and the borrower’s and/or cosigner’s credit profile and other underwriting criteria.  Interest rates currently range from one-month LIBOR plus 4.00% to one-month LIBOR plus 14.00%.

The rate for MBA Loans is equal to the lesser of:

· the maximum interest rate allowed by law, and

· the sum of the applicable index and the applicable interest rate margin,

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and is

· rounded to the nearest one-eighth (0.125) of one percent.

MBA EXCEL Loans. The borrower’s interest rate on MBA EXCEL Loans can be either a monthly variable interest rate or an annual variable interest rate.  Both interest rates are based on the Prime Rate determined by SMI, which will not exceed the highest U.S. Prime Rate as published in The Wall Street Journal on the applicable determination date, plus or minus a spread.

· The monthly variable interest rate for any month resets monthly on or about the next to last New York business day of the prior month.  Any change to the interest rate becomes effective on the first day of the month.

· The annual variable interest rate for any year resets annually on the next to last New York business day of July.  Any change to the interest rate becomes effective on August 1.

The spreads for interest rates for MBA EXCEL Loans depend on the date of disbursement and the period of enrollment, and range from minus 0.75%% to plus 2.25%.  All interest rates for MBA EXCEL Loans are rounded to the nearest 0.25%.  If a borrower defaults on a loan, the borrower may be required to pay an additional spread of 2%.

Repayment.

MBA Loans.  Borrowers are placed in an in-school deferment while in school and during the grace period.  Borrowers typically begin to repay principal on a MBA Loan after the applicable grace period, which is usually six months after the earlier of the date of graduation or the date when the borrower is no longer continuously enrolled at an eligible school.  While in repayment, borrowers may request to defer payments during periods of educational enrollment, internship/residency and economic hardship.  Unpaid accrued interest will capitalize:

· At the beginning of the repayment period.

· Every twelve (12) months during periods of internship/residency deferment or at the end of the deferment period if it is less than twelve (12) months.

· Every six (6) months during periods of in-school deferment and at the end of each in-school deferment period.

· At the end of each hardship forbearance period.

The standard repayment terms for the MBA Loans Program are presented below.

· Prior to the 1996/1997 Academic Year, repayment terms were as follows:

· Twelve (12) years (144 months).

· Minimum monthly payment was $50.00 per loan program.

· The maximum repayment excludes periods of in-school, grace, deferment and forbearance.

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· For the 1996/1997 Academic Year, repayment terms were as follows:

· If the outstanding MBA Loan debt was $15,000 or less, the maximum repayment term was twelve (12) years (144 months).

· If the total indebtedness exceeded $15,000, the maximum repayment term was fifteen (15) years (180 months).

· Minimum monthly payment is $50.00 per loan program.

· The maximum repayment excludes periods of in-school, grace, internship/residency, and forbearance.

· For the 1997/1998 Academic Year to the present:

· The standard repayment terms for MBA Loans is 15 years, but can be less based upon the loan balance.  In addition, the borrower can request an extended repayment term of up to 30 years.  The MBA Loans program currently requires a minimum $50.00 monthly payment for all combined MBA Loans.

· Repayment terms exclude periods of in-school, grace, deferment and forbearance.

Under the MBA Loans Program, borrowers may also choose a graduated repayment option.

For loans disbursed prior to the 1997/1998 Academic Year, the borrower may receive one of the alternative graduated repayment schedules set forth below:

· If the borrower chooses an alternative graduated repayment schedule and the maximum repayment period allowed is twelve (12) years, the first year (12 months) will be interest-only payments followed by eleven (11) years (132 months) of principal and interest payments.

· If the borrower chooses an alternative graduated repayment schedule and the maximum repayment period is fifteen (15) years, the first year (12 months) will be interest-only payments followed by fourteen (14) years (168 months) of principal and interest payments.

For all other MBA Loans, a graduated repayment option allows the borrower to request twenty-four (24) months of interest-only payments followed by level payments for the remaining term of the loan or up to forty-eight (48) months of interest-only payments followed by level payments for the remaining term of the loan.

MBA EXCEL Loans.  Borrowers typically begin to repay a MBA EXCEL Loan 4½ years after the first disbursement date of the loan or 6 months after the borrower graduates or is no longer continuously enrolled at least half time at an eligible school, whichever is earlier.  Borrowers may make an election upon applying for an MBA EXCEL Loan to either:

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· pay principal and interest while in school;

· pay only interest while in school; or

· defer principal and interest while in school.

Interest that accrues on an MBA EXCEL Loan is capitalized at the start of repayment.  An additional 2% interest deferment fee is charged to any borrower who elects to defer principal and interest while in school.

Total Outstanding MBA EXCEL Loan Indebtedness	Maximum Repayment Terms
$500-$2,999	Up to 4 years (48 months)
$3,000-$3,999	6 years (72 months)
$4,000-$7,499	10 years (120 months)
$7,500-$9,999	15 years (180 months)
$10,000 -$39,999	20 years (240 months)
$40,000 - $59,999	25 years (300 months)
$60,000 and greater	30 years (360 months)

Under the MBA EXCEL Loan program, borrowers may also choose a graduated repayment option.  A graduated repayment option allows the borrower to request twenty-four (24) months of interest-only payments followed by level payments for the remaining term of the loan or up to forty-eight (48) months of interest-only payments followed by level payments for the remaining term of the loan.

In general, each loan must be scheduled for repayment over a period of not more than 30 years after repayment begins.  The MBA EXCEL Loan programs currently require a minimum $50.00 monthly payment for all combined MBA Loans.  Repayment terms exclude periods of in-school, grace, deferment, and forbearance.

The MBA Loan Programs also permit forbearance under which the borrower is granted temporary relief from paying principal or interest.  In general, forbearance is used most heavily when a loan first enters repayment.  However, a borrower may apply for forbearance multiple times and a significant number of the borrowers under the MBA Loan Programs have taken advantage of this option.  When a borrower ends forbearance and enters repayment, the account is considered current.  Accordingly, a borrower who may have been delinquent in his payments or may not have made any recent payments will be accounted for as a borrower in a current repayment status when he exits the forbearance period.

Supplemental Fees.  Borrowers may be required to pay a fee at disbursement and when their MBA Loan enters repayment. For an MBA Loan, disbursement fees are based on the borrower’s and/or the cosigner’s credit profile and other underwriting criteria and currently range from 0% to 3%.  The disbursement fee is generally added to the requested loan amount.  For MBA EXCEL Loans, the disbursement fee can either be deducted from the disbursement or added to the requested loan amount. The disbursement fee is based on whether there is a cosigner. Supplemental fees

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at disbursement range from 0% to 6%. For MBA Loans and MBA EXCEL Loans, the repayment fee is added to the outstanding principal loan balance (principal plus capitalized interest) at the beginning of the repayment period.  The repayment fee for MBA Loans is based on the borrower’s and/or the cosigner’s credit profile and other underwriting criteria and currently ranges from 0% to 3%.  The repayment fee for MBA EXCEL Loans is 2% and is only assessed if the borrower chose to defer principal and interest while enrolled in school and during the grace period.

The MBA Loan Programs and the servicing requirements thereunder may be amended from time to time.

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APPENDIX E

Medical Loan Programs

MEDLOANS® , MEDLOAN Alternative Loan Program (ALP) loans and MEDEX Loan Program loans (“MEDLOANS”) and MD EXCEL, R&R EXCEL Custom, MED EXCEL Preferred, Med EXCEL Custom, R&R EXCEL Preferred, R&R EXCEL Custom and EXCEL Grad Extension Loan R&R (“MD EXCEL Loans”) provide private supplemental funding for osteopathic, allopathic and veterinary students and can be used to cover education-related expenses.  The MEDLOANS and the MD EXCEL Loans programs are referred to collectively as the “Medical Loan Programs.” Since 2000, the Student Loan Marketing Association, prior to its liquidation, SMI and, prior to its merger with SMI, Sallie Mae Servicing L.P., have performed the application and origination functions for these loan programs on behalf of the originating lenders.  The MEDEX Loan, R&R EXCEL Preferred, R&R EXCEL Custom and EXCEL Grad Extension Loan R&R programs help students in their final year of medical school to cover the costs related to internship/residency interviews and relocation.

Eligibility Requirements.

The eligibility requirements for Medical Loan Programs are as follows:

· Graduate student enrolled or admitted at least half-time at a medical school approved by the Association of American Medical Colleges (AAMC) (for allopathic medical students only).

· Be a U.S. citizen, national or Permanent Resident.

· Have all outstanding student loans in good standing (i.e., not in default).

· Meet established credit requirements.

· Be the age of majority in his/her state of residence.

The eligibility requirements for MD EXCEL Loans are as follows:

· Graduate student enrolled at least half time in a graduate level degree granting program at an approved institution, and must be in the final year of a medical program for the EXCEL Grad Extension Loan R&R program.

· Be a U.S. citizen or eligible permanent resident (foreign students may apply with a creditworthy U.S. citizen or eligible permanent resident as cosigner).

· Have all outstanding student loans in good standing (i.e., not in default).

· Meet established credit requirements.

· Be the age of majority in his/her state of residence.

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Interest

MEDLOANS.  The interest rate for MEDLOANS depends on the date of disbursement and the period of enrollment.

The borrower’s interest rate on MEDLOANS may be fixed or variable.  Prior to the 1992/1993 Academic Year, the borrower received a variable rate during the in-school and grace period, and the borrower had the option of converting to a fixed rate at the beginning of repayment.  As of the 1992/1993 Academic Year, rate changes became quarterly variable, with resets on January 1, April 1, July 1 and October 1.  The index is the quarterly average of the 91-day Treasury Bill (T-Bill) rounded to the nearest one-hundredth of one percent (.01%) for the quarter preceding the change date.  As of the 1999/2000 Academic Year, rate changes remain quarterly variable, with resets on January 1, April 1, July 1 and October 1.  The index is the Prime Rate published in The Wall Street Journal on the first day of the month preceding the change date.  From June 1, 2004 and before March 2008, for MEDLOANS ALP Loans, and from August 1, 2004 and before March 2008, for MEDEX Loans, rate changes are monthly variable with resets on the first day of each month.  The index is the Prime Rate published in The Wall Street Journal on the next to last business day of the month preceding the change date. In March 2008, SMI changed the index used for calculating the interest rate on its private education loan products from the Prime Rate to LIBOR.  Accordingly, all such loans applied for on or after March 2008, received an interest rate tied to one-month LIBOR, as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two business days prior to the twenty-fifth (25th) day of the month.  Note, however, that some loans disbursed on or after March 2008 but applied for prior to that date, still received an interest rate tied to the Prime Rate.

For loans with an interest rate tied to one-month LIBOR, the interest rate resets monthly on the twenty-fifth (25th)day of each month.

Interest rates for all borrowers on MEDLOANS currently are LIBOR plus 6.25% during the in-school period and LIBOR plus 8.75% during repayments.  The interest rate for all borrowers on the MEDLOAN Residency and Relocation loan is currently LIBOR plus 7.25% during the in-school period and LIBOR plus 8.75% during repayment.

The rate for MEDLOANS is equal to the lesser of:

· The interest rate cap as presented in the following chart

	Interest Rate Cap		Limitations on Changes in Interest Rates
App Year	Minimum	Maximum
1986/1987 through 1988/1989	6.00%	20.00%	Rate will not change more than 10% during each year
1989/1990 through 1990/1991	6.00%	20.00%	Rate will not change more than 10% during each year
1991/1992 to present	N/A	N/A	The rate will not exceed the maximum allowed by law

and

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· The sum of

Prior to 1992/1993	Variable (In-School and Grace)	Fixed (Repayment)
	Weekly variable.  Changes each Wednesday.  The index is the weekly auction of the 91-day T-Bill that occurs each Tuesday.	The most recent weekly average yield on United States Treasury securities adjusted to a constant maturity of 30 years published prior to the beginning of the repayment period.

As of 1992/1993	Variable (In-School and Grace)
	Quarterly variable.  Changes January 1, April 1, July 1 and October 1. The index is the average of the weekly auctions of the 91-day T-Bill for the quarter preceding the change date.
As of 1999/2000	Variable (In-School, Grace, and Repayment)
	Quarterly variable. Changes January 1, April 1, July 1 and October 1. The index is the Prime Rate published in The Wall Street Journal on the first day of the month preceding the change date.
Disbursed on or after June 1, 2004 and before March 2008, for	Variable (In-School, Grace, and Repayment)
MEDLOANS ALP Loans, and disbursed on or after August 1, 2004 and before March 2008 for MEDEX Loans (and for such loans applied for prior to March 2008 but disbursed on or after that date)	Monthly variable. Changes on the first business day of each month. The index is the Prime Rate published in The Wall Street Journal on the next to last business day of the month preceding the change date.
Applied for and disbursed on or after March 2008 for MEDLOANS	Monthly variable Changes on the twenty-fifth (25th) day of each month. The index is one-month LIBOR published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two business days prior to the twenty-fifth (25th) day of the month.

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and

· The applicable interest rate margin.

and

· Rounded to the nearest one-eighth (0.125) of one percent.

MD EXCEL Loans. The borrower’s interest rate on MD EXCEL Loans can be a monthly variable or annual variable rate.  Both interest rates are based on the Prime Rate determined by SMI, which will not exceed the highest U.S. Prime Rate as published in The Wall Street Journal on the applicable determination date, plus or minus a spread.

· The monthly variable interest rate for any month resets monthly on or about the next to last New York business day of the prior month.  Any change to the interest rate becomes effective on the first day of the month.

· The annual variable interest rate for any year resets annually on the next to last New York business day of July.  Any change to the interest rate becomes effective on August 1.

The spreads for interest rate for MD EXCEL Loans depend on the date of disbursement and the period of enrollment, and range from minus 0.75% to plus 2.25%.  All interest rates for MD EXCEL Loans are rounded to the nearest 0.25%.  If a borrower defaults on a loan, the borrower may be required to pay an additional spread of 2%.

Repayment.

MEDLOANS.  Borrowers are placed in an in-school deferment while in school and during a grace period.  Borrowers typically begin to repay a MEDLOAN within 45 days of the status end date.  Borrowers are eligible for a three-year (36 month) grace period for internship/residency upon graduation.  When a borrower withdraws from school or is no longer continuously enrolled at an eligible school at least half time, the borrower may be eligible for a nine-month grace period.  While in repayment, borrowers may request to defer payments during periods of educational enrollment, internship/residency and economic hardship.  Accrued unpaid interest will capitalize:

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Prior to 1992/1993	Interest will capitalize at the beginning of repayment and at the end of any forbearance.
1993/1994 through 1997/1998	Interest will capitalize at graduation, annually until repayment begins, and at the end of any deferment or forbearance.
1998/1999 to Present	Interest will capitalize: At the beginning of the repayment period. Every six (6) months during periods of in-school deferment and at the end of each in-school deferment period.
	Every twelve (12) months during periods of internship/residency deferment or at the end of the deferment period if it is less than twelve (12) months. At the end of each hardship forbearance period.

The standard repayment period for MEDLOANS is 20 years but can be less depending upon the loan balance.  The MEDLOANS program currently requires a minimum $50.00 monthly payment for all combined MEDLOANS.  Repayment terms exclude periods of in-school, grace, deferment, and forbearance.

Under the MEDLOANS program, borrowers may request a graduated repayment option.  A graduated repayment option offers the borrower:

· For loans disbursed prior to the 1993/1994 Academic Year, the borrower may choose an alternative graduated schedule where the first year (12 months) will be interest-only payments, followed by 19 years (228 months) of principal and interest payments.

· For loans disbursed as of the 1993/1994 Academic Year through the 2002/2003 Academic Year, the borrower may choose an alternative graduated schedule where the first three years (36 months) will be interest-only payments, followed by 17 years (204 months) of principal and interest payments.

· For all loans, the borrower can request twenty-four  (24) months of interest-only payments followed by level payments for the remaining term of the loan, or up to forty-eight (48) months of interest-only payments followed by level payments for the remaining term of the loan.

· In addition, certain MEDLOANS Program Loans have unique repayment incentives:

(1)           MEDLOANS have a 0.50% interest rate reduction for active repayment and an additional 0.25% interest rate reduction for successful ACH payments.

(2)           Residency & Relocation Loans have a 1.00% interest rate reduction for active repayment and an additional 0.25% reduction for successful ACH payments.

· We cannot predict how many borrowers will participate in these programs.

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MD EXCEL Loans.  Borrowers typically begin to repay a MD EXCEL Loan 4½ years after the disbursement date of the loan or 6 months after the borrower graduates or is no longer continuously enrolled at an eligible school at least half time, whichever is earlier.  Borrowers may make an election upon applying for a MD EXCEL Loan to either:

· pay principal and interest while in school;

· pay only interest while in school; or

· defer principal and interest while in school.

Borrowers are also eligible for a four year (48 month) grace period for an internship or residency upon graduation.

Interest that accrues on a MD EXCEL Loan is capitalized at the start of repayment.  An additional 2% interest deferment fee is charged to any borrower who elects to defer principal and interest while in school.

Total MD EXCEL Loan Indebtedness	Maximum Repayment Terms
$500-$2,999	Up to 4 years (48 months)
$3,000-$3,999	6 years (72 months)
$4,000-$7,499	10 years (120 months)
$7,500-$9,999	15 years (180 months)
$10,000 and greater	20 years (240 months)

Under the MD EXCEL Loan program, borrowers may request a graduated repayment option.  A graduated repayment option allows the borrower to request twenty-four (24) months of interest-only payments followed by level payments for the remaining term of the loan or up to forty-eight (48) months of interest-only payments followed by level payments for the remaining term of the loan.

In general, each loan must be scheduled for repayment over a period of not more than 20 years after repayment begins.  The MD EXCEL Loan program currently requires a minimum $50.00 monthly payment for all combined MD EXCEL loans.  Repayment terms exclude periods of in-school, grace, deferment, and forbearance.

The Medical Loan Programs also permit forbearance under which the borrower is granted temporary relief from paying principal or interest.  In general, forbearance is used most heavily when a loan first enters repayment.  However, a borrower may apply for forbearance multiple times and a significant number of the borrowers under the Medical Loan Programs have taken advantage of this option.  When a borrower ends forbearance and enters repayment, the account is considered current.  Accordingly, a borrower who may have been delinquent in his payments or may not have made any recent payments will be accounted for as a borrower in a current repayment status when he exits the forbearance period.

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Supplemental Fees. Borrowers may be required to pay a fee at disbursement of the loan and when their MEDLOAN enters repayment. For MEDLOANS disbursed prior to the 2000/2001 Academic Year, the disbursement fee was deducted from the requested loan amount. For loans disbursed on or after the 2000/2001 Academic Year, the disbursement fee is generally added to the requested loan amount. Currently, there is no disbursement fee for MEDLOANS. For MD EXCEL Loans, the disbursement fee can either be deducted from the disbursement or added to the requested loan amount. The disbursement fee is based on whether there is a cosigner. Supplemental fees at disbursement range from 0% to 6%. For MEDLOANS and MD EXCEL Loans, the repayment fee or some portion of the fee may be added to the outstanding principal loan balance at the beginning of the repayment period. The repayment fee for MD EXCEL Loans is 2% and is only assessed if the borrower chose to defer principal and interest while enrolled in school and during the grace period.  Currently, there is no repayment fee for MEDLOANS.

The Medical Loan Programs and the servicing requirements thereunder may be amended from time to time.

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APPENDIX F

Dental Loan Programs

Dental EXCEL Preferred, and Dental EXCEL Custom  (together, the “Dental EXCEL Loans”) and DENTALoans Private Loan, DENTALoans Advanced Study Private Loan and the DENTALoans Residency, Relocation and Licensure Exam Loan (“DENTALoans”) provide private supplemental funding for dental studentsand can be used to cover education-related expenses.  The DENTALoans and the Dental EXCEL Loans programs are referred to collectively as the “Dental Loan Programs.” Since 2000, the Student Loan Marketing Association, prior to its liquidation, SMI and, prior to its merger with SMI, Sallie Mae Servicing L.P. have performed the application and origination functions for these loan programs on behalf of the originating lenders.  The DENTALoans Residency, Relocation & Licensure Exam Loan program helps students in their final year of dental school to cover the costs related to internship/residency interviews and relocation.

Eligibility Requirements.

The eligibility requirements for Dental Loan Programs are as follows:

· Graduate student enrolled or admitted at least half-time at a dental school approved by the Association of American Dental Association (ADA).

· Be a U.S. citizen, national or Permanent Resident (foreign students may apply with a creditworthy U.S. citizen or permanent resident as cosigner)

· Have all outstanding student loans in good standing (i.e., not in default).

· Meet established credit requirements.

· Be the age of majority in his/her state of residence.

Interest

DENTALoans.  The interest rate for DENTALoans depends on the date of disbursement and the period of enrollment.

The borrower’s interest rate on DENTALoans may be fixed or variable.  Prior to the 1992/1993 Academic Year, the borrower received a variable rate during the in-school and grace period, and the borrower had the option of converting to a fixed rate at the beginning of repayment.  As of the 1992/1993 Academic Year, rate changes became quarterly variable, with resets on January 1, April 1, July 1 and October 1.  The index is the quarterly average of the 91-day Treasury Bill (T-Bill) rounded to the nearest one-hundredth of one percent (.01%) for the quarter preceding the change date.  As of the 1999/2000 Academic Year, rate changes remain quarterly variable, with resets on January 1, April 1, July 1 and October 1.  The index is the Prime Rate published in The Wall Street Journal on the first day of the month preceding the change date.

F-1

For DENTALoans disbursed on or after June 1, 2004 and before March 2008, the borrower received a variable rate during the in-school, grace and repayment period, with resets monthly on the first day of each month.  The index is the Prime Rate, as published in The Wall Street Journal, “Credit Markets” section, “Money Rates” table on the next to last business day of the month prior to the reset date.

In March 2008, SMI changed the index used for calculating the interest rate on its private education loan products from the Prime Rate to LIBOR.  Accordingly, all such loans applied for on or after March 2008, received an interest rate tied to one-month LIBOR , as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two business days prior to the twenty-fifth (25th) day of the month.  Note, however, that some loans disbursed on or after March 2008 but applied for prior to that date, still received an interest rate tied to the Prime Rate.

For loans with an interest rate tied to one-month LIBOR, the interest rate resets monthly on the twenty-fifth (25th) day of each month.

Interest rates on DENTALoans are variable and currently range from LIBOR plus 4.00% to LIBOR plus 14.00%. Interest rates on the DENTALoans Residency, Relocation & Licensure Exam Loan are variable and currently the interest rate during the in-school period is LIBOR plus 7.25% and the interest rate during repayment is LIBOR plus 8.75%.  The index is one-month LIBOR, as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two New York and two London business days prior to the twenty-fifth (25th) day of the month.

The rate for DENTALoans is equal to the lesser of:

· the maximum interest rate allowed by law, and

· the sum of the applicable index and the applicable interest rate margin,

and is

· rounded to the nearest one-eighth (0.125) of one percent.

Dental EXCEL Loans. The borrower’s interest rate on Dental EXCEL Loans can be a monthly variable or annual variable rate.  Both interest rates are based on the Prime Rate determined by SMI, which will not exceed the highest U.S. Prime Rate as published in The Wall Street Journal on the applicable determination date, plus or minus a spread.

· The monthly variable interest rate for any month resets monthly on or about the next to last New York business day of the prior month.  Any change to the interest rate becomes effective on the first day of the month.

· The annual variable interest rate for any year resets annually on the next to last New York business day of July.  Any change to the interest rate becomes effective on August 1.

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The spreads for interest rate for Dental EXCEL Loans depend on the date of disbursement and the period of enrollment, and range from minus 0.75% to plus 2.25%.  All interest rates for Dental EXCEL Loans are rounded to the nearest 0.25%.  If a borrower defaults on a loan, the borrower may be required to pay an additional spread of 2%.

Repayment.

DENTALoans.  Borrowers are placed in an in-school deferment while in school and during a grace period.  Borrowers typically begin to repay a DENTALoan within 45 days of the status end date.  Borrowers are eligible for a three-year (36 month) grace period for internship/residency upon graduation.  When a borrower withdraws from school or is no longer continuously enrolled at an eligible school at least half time, the borrower may be eligible for a nine-month grace period.  While in repayment, borrowers may request to defer payments during periods of educational enrollment, internship/residency, and economic hardship.  Accrued unpaid interest will capitalize:

Prior to 1992/1993	Interest will capitalize at the beginning of repayment and at the end of any forbearance.
1993/1994 through 1997/1998	Interest will capitalize at graduation, annually until repayment begins, and at the end of any deferment or forbearance.
1998/1999 to Present	Interest will capitalize: At the beginning of the repayment period. Every six (6) months during periods of in-school deferment and at the end of each in-school for deferment period. Every twelve (12) months during periods of internship/residency deferment or at the end of the deferment period if it is less than twelve (12) months. At the end of each hardship forbearance period.

The standard repayment period for DENTALoans is 20 years but can be less depending upon the loan balance.  The DENTALoans program currently requires a minimum $50.00 monthly payment for all combined DENTALLoans.  Repayment terms exclude periods of in-school, grace, deferment, and forbearance.

Under the DENTALoans program, borrowers may choose a graduated repayment option.  A graduated repayment option offers the borrower:

· For loans disbursed prior to the 1993/1994 Academic Year, the borrower may choose an alternative graduated schedule where the first year (12 months) will be interest-only payments, followed by 19 years (228 months) of principal and interest payments.

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· For loans disbursed as of the 1993/1994 Academic Year through the 2002/2003 Academic Year, the borrower may choose an alternative graduated schedule where the first three years (36 months) will be interest-only payments, followed by 17 years (204 months) of principal and interest payments.

· For all loans, the borrower can request twenty-four (24) months of interest-only payments followed by level payments for the remaining term of the loan, or up to forty-eight (48) months of interest-only payments followed by level payments for the remaining term of the loan.

Dental EXCEL Loans.  Borrowers typically begin to repay a Dental EXCEL Loan 4½ years after the disbursement date of the loan or 6 months after the borrower graduates or is no longer continuously enrolled at an eligible school at least half time, whichever is earlier.  Borrowers may make an election upon applying for a Dental EXCEL Loan to either:

· pay principal and interest while in school;

· pay only interest while in school; or

· defer principal and interest while in school.

Borrowers are also eligible for a four year (48 month) grace period for an internship or residency upon graduation.

Interest that accrues on a Dental EXCEL Loan is capitalized at the start of repayment.  An additional 2% interest deferment fee is charged to any borrower who elects to defer principal and interest while in school.

Total Dental EXCEL Loan Indebtedness	Maximum Repayment Terms
$500-$2,999	Up to 4 years (48 months)
$3,000-$3,999	6 years (72 months)
$4,000-$7,499	10 years (120 months)
$7,500-$9,999	15 years (180 months)
$10,000 and greater	20 years (240 months)

A graduated repayment option allows the borrower to request twenty-four (24) months of interest-only payments followed by level payments for the remaining term of the loan or up to forty-eight (48) months of interest-only payments followed by level payments for the remaining term of the loan.

In general, each loan must be scheduled for repayment over a period of not more than 20 years after repayment begins.  The Dental EXCEL Loan program currently requires a minimum $50.00 monthly payment for all combined Dental EXCEL loans.  Repayment terms exclude periods of in-school, grace, deferment, and forbearance.

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The Dental Loan Programs also permit forbearance under which the borrower is granted temporary relief from paying principal or interest.  In general, forbearance is used most heavily when a loan first enters repayment.  However, a borrower may apply for forbearance multiple times and a significant number of the borrowers under the Dental Loan Programs have taken advantage of this option.  When a borrower ends forbearance and enters repayment, the account is considered current.  Accordingly, a borrower who may have been delinquent in his payments or may not have made any recent payments will be accounted for as a borrower in a current repayment status when he exits the forbearance period.

Supplemental Fees. Borrowers may be required to pay a fee at disbursement of the loan and when their DENTALoan enters repayment. For DENTALoans disbursed prior to the 2000/2001 Academic Year, the disbursement fee was deducted from the requested loan amount. For loans disbursed on or after the 2000/2001 Academic Year, the disbursement fee is generally added to the requested loan amount. Currently, there is no disbursement fee for DENTALoans.  For Dental EXCEL Loans, the disbursement fee can either be deducted from the disbursement or added to the requested loan amount. The disbursement fee is based on whether there is a cosigner. Supplemental fees at disbursement range from 0% to 6%. For DENTALoans and Dental EXCEL Loans, the repayment fee or some portion of the fee may be added to the outstanding principal loan balance at the beginning of the repayment period. The repayment fee for Dental EXCEL Loans, is 2% and is only assessed if the borrower chose to defer principal and interest while enrolled in school and during the grace period.   Currently, there is no repayment fee for DENTALoans.

The Dental Loan Programs and the servicing requirements thereunder may be amended from time to time.

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APPENDIX G

Direct-to-Consumer Loan Programs

The Tuition AnswerSM Loan Program, the Tuition Answer II Loan Program and the Tuition Answer Loan Employee First Loan Program (each, a “Tuition Answer Loan” and together the “Tuition Answer Loan Programs”) are direct-to-consumer loan programs that are available to adult students or parents or other creditworthy individuals borrowing on behalf of students who are enrolled, at least half time, in a two or four year degree granting, Title IV approved institution. Since the inception of the Tuition Answer Loan Programs in 2004, SMI and its affiliates have performed all application and origination functions for these loan programs on behalf of the originating lenders.

Eligibility Requirements.  The eligibility requirements for the Tuition Answer Loan Programs are as follows:

· Be currently enrolled at least half-time in a degree or certificate granting program at an eligible degree-granting institution.

· Be a U.S. citizen or eligible Permanent Resident.

· Have all outstanding student loans in good standing (i.e., not in default).

· Meet established credit requirements.

· Be the age of majority in his/her state of residence.  A borrower who does not meet the age requirements may be eligible with a creditworthy cosigner.

Interest.

The interest rate for a Tuition Answer Loan is variable and is based on one-month LIBOR plus a margin for loans applied for and disbursed on or after March 2008.  For Tuition Answer loans applied for prior to March 2008 the interest rate was based on the Prime Rate and reset monthly on the first day of each month. In March 2008, SMI changed the index used for calculating the interest rate on its private education loan products from the Prime Rate to LIBOR.  Accordingly, all such loans applied for on or after March 2008, received an interest rate tied to one-month LIBOR, as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two business days prior to the twenty-fifth (25th) day of the month.  Note, however, that some loans disbursed on or after March 2008 but applied for prior to that date, still received an interest rate tied to the Prime Rate.

For loans with an interest rate tied to one-month LIBOR, the interest rate resets monthly on the twenty-fifth (25th) day of each month.  The margin may be based on the presence of a cosigner and/or the borrower or cosigner’s credit history.  In the absence of a cosigner, the margin is determined by the payment option chosen, the credit profile of the borrower and other underwriting criteria.  For cosigned loans, the margin is generally based on the cosigner’s credit profile and other underwriting criteria.

G-1

For Tuition Answer Loan Program loans applied for and disbursed on or after March 2008 the borrower’s interest rate resets on the twenty-fifth (25th) day of each month and currently ranges from Prime Rate plus 4.25% to Prime Rate  plus 14.75%.

The interest rate for Tuition Answer Loans applied for prior to March 2008 is equal to the lesser of:

· The maximum interest rate allowed by law,

and

· The sum of

· the highest U.S. Prime Rate, as published in The Wall Street Journal under the  “Money Rates” section on the next to last New York business day of the month prior to the reset date, and

· the applicable interest rate margin,

and is

· Rounded to the nearest one-fourth (0.25) of one percent.

A borrower’s interest rate may also be increased by up to 6.5% if a borrower fails to make a payment when due, is in default, or if certain other events outlined in the promissory note occur.

Repayment.

Borrowers are placed in an in-school deferment while in school and during a grace period.  Borrowers typically begin to repay principal on a Tuition Answer Loan after the applicable grace period, which is usually six months after graduation or when the borrower is no longer continuously enrolled at least half time at an eligible school.  While in repayment, borrowers may defer payments during periods of educational enrollment, internship/residency and economic hardship.

For loans disbursed prior to July 1, 2007, interest will capitalize:

· At the beginning of the repayment period.

· At the end of any in-school deferment.

· At the end of each hardship forbearance period.

· When the interest rate changes.

For loans disbursed on or after July 1, 2007 where payments of principal and interest are deferred during the in-school period, interest will capitalize:

· Quarterly during the in-school and grace periods.

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· At the beginning of the repayment period.

· At the end of any in-school deferment.

· At the end of each hardship forbearance period.

For loans disbursed on or after July 1, 2007 where payments are made during the in-school period, interest will capitalize:

· At the end of any in-school deferment.

· At the end of each hardship forbearance period.

In general, each loan must be scheduled for repayment over a period of not more than 20 years after repayment begins.  The Tuition Answer Loan Programs currently require a minimum  monthly payment of $50.00 for all combined Tuition Answer loans.  The standard repayment term schedule is presented in the following chart.  Repayment terms exclude periods of deferment and forbearance.

Total Outstanding Tuition Answer Loan Indebtedness ________________________________	Maximum Repayment Terms _____________________________
$2,999 and under	4 years (48 months)
$3,000 to $3,999	6 years (72 months)
$4,000 to $7,499	10 years (120 months)
$7,500 to $9,999	15 years (180 months)
$10,000 to $39,999	20 years (240 months)
$40,000 to $59,999	25 years (300 months)
$60,000 and greater	30 years (360 months)

Under the Tuition Answer Loan Programs, borrowers may request an interest-only repayment option.  Under the interest-only repayment option while the student is continuously enrolled at an eligible school, a borrower may request to make interest-only payments for up to forty-eight (48) months followed by level payments of principal and interest for the remaining term of the loan.

Supplemental Fees.  Borrowers may be required to pay a fee at disbursement.  The disbursement fee is added to the requested loan amount and is based among other factors on the borrower’s and/or cosigner’s credit profile and other underwriting criteria and ranges from 0% to 6%.

The Tuition Answer Loan Programs and the servicing requirements thereunder may be amended from time to time.

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APPENDIX H

Private Consolidation Loan Program

The Sallie Mae Private Consolidation Loan Program (“Private Consolidation Loans”) allows eligible borrowers to combine several existing private education loans into one new loan.  Since the inception of the Sallie Mae Private Consolidation Loan Program in 2006, SMI and its affiliates have performed all application and origination functions for this loan program on behalf of the originating lenders.

Eligibility Requirements.  The eligibility requirements for the Private Consolidation Loan Program are as follows:

· Be a U.S. citizen or eligible Permanent Resident.

· Have good credit or apply with a creditworthy cosigner and have a minimum three-year credit history.

· Have all outstanding student loans in good standing (i.e., not in default).

· Meet minimum income requirements.

· Be the age of majority in his/her state of residence.  A borrower who does not meet the age requirements may be eligible with a creditworthy cosigner.

· Be consolidating private education loans on which he/she is the primary borrower.

· Students must have successfully completed his/her post-secondary course of study (or will do so within the next 30 days).

Interest.

The interest rate for a Private Consolidation Loan is variable and ranges from Prime Rate minus 0.5% to Prime Rate plus 6.5%.  The borrower’s interest rate resets monthly on the first day of each month.  The margin is generally based on whether there is a cosigner and the borrower and/or cosigner’s credit profile and other underwriting criteria.  If there is a cosigner, the analysis is based on the cosigner’s credit profile and other underwriting criteria.

The interest rate for Private Consolidation Loans is equal to the lesser of:

· The maximum interest rate allowed by law,

and

· The sum of

· the highest U.S. Prime Rate, as published in The Wall Street Journal under the  “Money Rates” table on the next to last New York business day of the month prior to the reset date, and

· the applicable interest rate margin,

and is

· Rounded to the nearest one-fourth (0.25) of one percent.

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A borrower’s interest rate may also be increased by 2% if the borrower fails to make any monthly installment payment within 15 days after it becomes due.

Repayment.

Borrowers typically begin to repay principal and interest on a Private Consolidation Loan immediately, within 45 days after the disbursement date.  If a student borrower re-enrolls in school at least half-time, the student borrower is eligible for up to forty-eight (48) months of in-school payment postponement, during which time the borrower is not required to make any payments.  Borrowers may defer payments during periods of educational enrollment, internship/residency and economic hardship.  Accrued unpaid interest will capitalize:

· At the end of any in-school deferment.

· At the end of each hardship forbearance period.

In general, each loan must be scheduled for repayment over a period of not more than 30 years after repayment begins.  The Private Consolidation Loan Program currently requires a minimum monthly payment of $50.00 per loan.  The standard repayment term schedule is presented in the following chart.  Repayment terms exclude periods of postponement, deferment and forbearance.

Total Outstanding Private Consolidation Loan Indebtedness ___________________________________	Maximum Repayment Terms ___________________________________
$5,000 to $19,999	15 years (180 months)
$20,000 to $39,999	20 years (240 months)
$40,000 to $59,999	25 years (300 months)
$60,000 and above	30 years (360 months)

Under the Private Consolidation Loan Program, borrowers may also choose an interest-only repayment option.  Under the interest-only repayment option, a borrower will make one (1) year of interest-only payments followed by level payments of principal and interest for the remaining term of the loan.  The interest-only period, if any, is included in the maximum repayment term.  Interest only payments are based on the interest rate in effect at the time of disclosure.  The borrower must meet certain eligibility requirements for this repayment option.

Supplemental Fees.  Borrowers may be required to pay a fee at disbursement.  The disbursement fee is added to the requested loan amount and is based on the borrower’s and/or co-borrower’s credit profile and other underwriting criteria and ranges from 0% to 4%.

The Private Consolidation Loan Program and the servicing requirements thereunder may be amended from time to time.

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APPENDIX I

Career Training Loan Program

The Career Training loans (“Career Training Loans”) provide private funding for students enrolled in technical training, trade and vocational schools and on-line courses, students attending certain 2 or 4-year Title IV institutions and not seeking a degree, and parents or other creditworthy individuals to fund the cost of children attending a private primary or secondary tutoring center or private kindergarten through secondary school.  Students may be enrolled full time, half time, or less than half time.  From the inception of the program in 1999 through 2005, SLM Financial performed all application and origination functions for this loan program.  Since 2006, SMI has performed all application and origination functions for this loan program.

Eligibility Requirements.  The eligibility requirements for the Career Training Loans are as follows:

· Be currently enrolled at a primary or secondary tutoring center or primary or secondary school or be enrolled in an eligible 2 or-4 year college/university or trade school that has met SMI’s established underwriting criteria.

SMI will not disburse loans to a school unless the school has met SMI’s underwriting criteria, which consists of evidence that the school (i) has all licenses and approvals it needs to operate as an educational institution, (ii) meets various financial tests, including minimum net worth and revenue, (iii) has a refund policy that complies with applicable law, and (iv) does not offer any type of unconditional guarantees.

· Be the age of majority in his/her state of residence.  A borrower who does not meet the age requirement may be eligible with a creditworthy cosigner.

· Meet established credit requirements, including the required minimum FICO score.

The chart below lists the range of minimum FICO scores that have been required for the program since July 31, 1999.

Range of Dates	Minimum FICO Score
July 31, 1999 – April 29, 2000	700
April 30, 2000 – September 4, 2002	550
September 5, 2002 – March 11, 2003	575
March 12, 2003 – June 1, 2004	600
June 1, 2004  – October 16, 2008	630
October 16, 2008 – Present	700 for strategic partner schools and 760 for non-strategic partner schools

Through July 28, 2008, if an applicant (excluding residents of Iowa) has filed for bankruptcy, then unless the applicant has agreed to a payment arrangement and made prompt payments for the past 18 months, such applicant will be denied.  Further, the applicant should not have any unpaid tax liens, judgments, or charge-offs greater than a set amount based on the related FICO score.  An applicant must not have any defaulted student loans unless (i) the prior education loan default has been paid in full or (ii) satisfactory progress has been made in repaying the loan.

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Following July 28, 2008, if an applicant (excluding residents of Iowa) has filed for bankruptcy, then unless the applicant has agreed to a payment arrangement and made prompt payments for the past 12 months, such applicant will be denied. Further, the applicant should not have any unpaid tax liens, judgments, or charge-offs greater than a set amount based on the related FICO score. In addition, an applicant should not have any foreclosures unless the foreclosure was paid and completed for at least 12 months, and the applicant re-established credit for the most recent 12-month period.  An applicant must not have any defaulted student loans unless (i) the prior education loan default has been paid in full or (ii) satisfactory progress has been made in repaying the loan. Also, an applicant must not have (i) an open (not discharged) bankruptcy or a bankruptcy that has only been discharged for less than 12 months, or (ii) an education loan currently 90+ days delinquent or (iii) an uncured defaulted education loan.

· Demonstrate credit experience.

· Through August 19, 2008, provide income verification if the applicant’s FICO score was lower than 700 or the loan amount was $20,000 or greater.  Following August 19, 2008, provide income verification when requested by SMI.  Such request for income verification will be based upon the amount to be financed, an overall review of the credit file and information provided on the loan application.

· Meet established debt-to-income ratio requirements.  Typically the required debt-to-income ratio is 45% or less, subject to limited exceptions based on the amount to be financed or the presence of additional residual income.

· Generally, the loan amount must be a minimum of $1,000 (subject to an exception for Sylvan Learning Centers where the minimum loan amount is $500) up to the lower of the total cost of education or a certain maximum loan amount, less other aid received.  The total cost of education includes tuition, as certified by the student’s school, and can also include other allowable expenses.  These other allowable expenses are typically books, fees, computer purchases and living expenses.  The loan amount to be applied to these allowable expenses can be up to 60% of the tuition amount, not to exceed $6,000.  A portion of tuition must be financed to enable financing of other education-related expenses.

· Be a U.S. citizen, permanent resident, or alien resident (foreign students must obtain  a creditworthy U.S. citizen or permanent resident as cosigner).

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Interest.  The interest rate for a Career Training Loan depends on the date of disbursement, period of enrollment, type of school and the borrower and/or cosigner’s credit history.  Generally, the borrower’s interest rate on a Career Training Loan is variable, resets either monthly or quarterly, and is determined by adding a spread to an index.  Through March 2008, the index used was the Prime Rate and interest rates charged to borrowers have ranged from the Prime Rate to the Prime Rate plus 12.00%.  In March 2008, SMI changed the index used for calculating interest on its private student loan products from the Prime Rate to LIBOR.  Accordingly, all such loans disbursed on or after March 2008 received an interest rate tied to one-month LIBOR, as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two business days prior to the twenty-fifth (25th) day of the month.  Interest rates charged to borrowers currently range from one-month LIBOR plus 5.5% to one-month LIBOR plus 14%.

The interest rate for LIBOR-based Career Training Loans is equal to the lesser of:

· the maximum borrower interest rate allowed by law;

and

· the sum of one-month LIBOR and the applicable interest rate margin;

and is

· rounded to the nearest one-eighth (0.125) of one percent.

The interest rate for Prime Rate-based Career Training Loans is equal to the lesser of:

· the maximum borrower interest rate allowed by law;

and

· the sum of the Prime Rate and the applicable interest rate margin;

and is

· rounded to the nearest one-eighth (0.125) of one percent (prior to February 2007 it was rounded to the nearest one-quarter (0.25) of one percent).

Factors in determining the interest rate margin for a Career Training Loan include school type and the borrower and/or cosigner’s credit history.

Repayment.  Under the Career Training Loan program, borrowers have the option to select the standard repayment option of making immediate payments of principal and interest.  The first required monthly payment on a Career Training Loan is typically due no earlier than the 28th day, but no later than the 60th day after the first disbursement.   Prior to October 16, 2009, the maximum repayment period for a loan was 180 months after the first payment was due, exclusive of interest-only periods or the utilization of the $10 Deferred Payment Option discussed below (provided that

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prior to October 16, 2009, loans to parents of dependent students attending a private kindergarten, primary or secondary school had a maximum repayment term of 240 months).  Effective October 16, 2009, the maximum repayment period for all Career Training Loans has been reduced to 120 months and the $10 Deferred Repayment Option is no longer available. Under the standard repayment plan, the Career Training Loan program currently requires a minimum monthly payment of $30.00.

In addition to the standard repayment option described above, borrowers may also choose to make monthly interest-only payments during the in-school period and then begin standard repayment of interest and principal once the student is no longer enrolled in school.  The interest-only repayment period cannot exceed a student’s school-certified anticipated graduation date.  Alternatively, the borrower may choose the $10 Deferred Payment Option, which allows deferment of principal payments on the loan for up to 24 months.  The maximum number of months in which the $10 payments are available varies by school.  Under the $10 Deferred Payment Option, the borrower makes a $10 monthly payment during the in-school period, which is applied toward interest that accrues on the account while the student is in school.  Unpaid interest is capitalized at the end of the in-school period.  After the student graduates, the borrower begins standard repayment of principal and interest.  Additional fees and/or a higher interest rate are also assessed for borrowers electing the $10 Deferred Payment Option.  Interest-only payments and the $10 Deferred Payment Option are not available for loans to parents of dependent students attending a private kindergarten, primary or secondary school and loans for tutoring centers.  Only the standard repayment option is available for these types of loans.

Generally, the Career Training Loan program grants forbearance on loans on a limited basis and at SMI’s discretion.  In order to qualify for forbearance, a borrower must:

· provide a reason that demonstrates financial difficulty;

· make at least two consecutive monthly scheduled payments (one payment in the month prior to the processing of the forbearance and one in the current month) OR one payment in the current month equal to at least two full monthly scheduled payments;

· request a forbearance grant that does not exceed maximum hardship forbearance months allowed (24 months over the life of the loan);

· request a forbearance grant that does not exceed 7 months; and

· pay a forbearance fee (if the loan was disbursed prior to October 22, 2005 and the borrower requests a one to two-month forbearance, the fee will be $20 per loan; however, if the borrower requests more than a three month forbearance, or the loan was disbursed after October 22, 2005, the fee will be $50 per loan).

Supplemental Fees.  Borrowers may be required to pay a supplemental fee, which is the sum of any disbursement fee, any repayment fee, and any application fee.  Since July 31, 1999 the supplemental fee has ranged from 0% to 10% and is based on the borrower’s and/or cosigner’s

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credit history as well as the type of school attended.  In addition, once the loan is in repayment, borrowers and/or cosigners may be assessed late fees, service fees, modification fees and returned check or non-sufficient funds fees.

Cosigner Release Option.If the primary borrower is the age of majority for the state in which he/she resides and is also either a U.S. citizen or permanent resident of the U.S., after 24 consecutive on-time monthly payments of principal and interest and the lack of an education loan (FFELP or private) which is 90 days or more delinquent within this 24-month period, the primary borrower on a loan can apply to have a cosigner released.  The release of a cosigner will be granted at SMI’s discretion and SMI will review the credit of the primary borrower when reviewing the request for release.

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APPENDIX J

EFG Loan Programs

The Platinum Alternative Loan, EFG Select Alternative Loan, EFG Select International Medical Schools Loan and EFG Medical Extra Loan programs (collectively, “EFG Loans”) provide private supplemental funding for undergraduate, graduate, and health professional students.  The EFG Loans were originated during the 1998/1999 Academic Year through the 2003/2004 Academic Year.  SMI and its affiliates (including Educational Finance Group) have been involved with the establishment of application and origination standards for these loan programs on behalf of and in concert with the originating lenders.  The EFG Medical Extra Loan program helps students in their final year of medical school to cover the costs related to board preparation, internship/residency interviews and relocation.

Eligibility Requirements.  Generally, the eligibility requirements for EFG Loans are as follows:

· Be enrolled or admitted at an eligible institution.

· Be a U.S. citizen, national or Permanent Resident (foreign students may apply with a creditworthy U.S. citizen or Permanent Resident as cosigner).

· Have all outstanding student loans in good standing (i.e., not in default).

· Meet established credit requirements.

· Be the age of majority in his/her state of residence.  A borrower who does not meet the age requirements may be eligible with a creditworthy cosigner.

Interest.

EFG Loans.  The interest rate for an EFG Loan depends on the date of disbursement and period of enrollment.  Generally, for EFG Loans, the borrower’s interest rate is tied to the Prime Rate (Platinum Alternative Loans are tied to 13-week U.S. Treasury Bills) plus or minus an interest rate margin and resets quarterly on the first day of each January, April, July and October.  The margin may be based on the presence of a cosigner and/or the borrower’s or cosigner’s credit profile and other underwriting criteria.  In the absence of a cosigner, the margin is determined by the credit profile of the borrower and other underwriting criteria.  For cosigned loans, the margin is generally based on the cosigner’s credit profile and other underwriting criteria.  The interest rate margin for EFG Loans depends on the date of disbursement and the period of enrollment, and ranges from minus 0.50% to plus 2.5%.

Generally, the interest rate for EFG Loans is equal to the lesser of:

· The maximum interest rate allowed by law,

and

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· The sum of

· either the previous calendar quarter’s average of the 13-week U.S. Treasury Bills rounded to the nearest one-hundredth (0.01) of one percent, as published weekly in The Wall Street Journal, “Credit Markets” section, in the table that quotes the result as the “bond equivalent” rate of the most recent auction,

· or the Prime Rate, as published in The Wall Street Journal, “Credit Markets” section, “Money Rates” table on the forty-fifth day prior to the related reset date, and

· the applicable interest rate margin.

Repayment.

EFG Loans.  Borrowers are placed in an in-school deferment while in school and during the grace period.  Borrowers typically begin to repay principal on an EFG Loan after the applicable grace period, which is usually six months after graduation or when the borrower falls below half-time enrollment at an eligible school.  While in repayment, borrowers may request to defer the payment of and capitalize unpaid accrued interest due during periods of educational enrollment, internship/residency or economic hardship.  Generally, unpaid accrued interest will capitalize at the beginning of the repayment period and the end of any deferment or forbearance.

Generally, the standard repayment terms for EFG Loans is 20 years, but can be less based upon the loan balance.  In addition, as provided in the related promissory note, the borrower may be able to request an extended repayment term of an additional 2 ½ years if an interest rate increase significantly impacts the borrower’s ability to repay the loan during the normal 20 year period.  EFG Loans require a minimum $50.00 monthly payment for all combined EFG Loans.

EFG Loans also permit forbearance under which the borrower is granted temporary relief from paying principal or interest.  In general, forbearance is used most heavily when a loan first enters repayment.  However, a borrower may apply for forbearance multiple times.  When a borrower ends forbearance and enters repayment, the account is considered current.  Accordingly, a borrower who may have been delinquent in his payments or may not have made any recent payments will be accounted for as a borrower in a current repayment status when he exits the forbearance period.

Supplemental Fees.  Borrowers may be required to pay a fee at disbursement.  Depending on the loan documentation, the disbursement fee was either deducted from the requested loan amount or added to the requested loan amount.  For EFG Loans, the disbursement fee is based on the borrower’s and/or cosigner’s credit profile and other underwriting criteria and ranges from 5.0% to 9.5%.

The EFG Loans and the servicing requirements thereunder may be amended from time to time.

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APPENDIX K

Smart Option Student Loan® Program

The Smart Option Student Loan® Program provides private supplemental funding for certificate-seeking, continuing education, undergraduate and graduate students at eligible degree-granting institutions (“SOSL”) and for students enrolled in non-degree granting institutions, such as technical training and trade and vocational schools (“CT SOSL”).

Eligibility Requirements. The eligibility requirements for the SOSL and CT SOSL are as follows:

· be currently enrolled or accepted for enrollment or, with respect to SOSL only, enrolled sometime in the 365 days prior to disbursement, at an eligible institution;

· be a U.S. citizen, national or Permanent Resident (foreign students may apply with a creditworthy U.S. citizen or Permanent Resident as cosigner);

· meet established credit requirements; and

· be the age of majority in his/her state of residence (a borrower who does not meet the age of majority requirements may be eligible with an eligible creditworthy cosigner).

Interest.

Beginning with the Academic Year 2012-2013, SOSL borrowers may choose either a variable interest rate loan or a fixed interest rate loan.  SOSLs that originated prior to Academic Year 2012-2013, and all CT SOSLs, are only originated with a variable interest rate.  Variable interest rate SOSLs and all CT SOSLs are originated with a variable interest rate tied to one-month LIBOR, as published by Reuters on its Reuters Screen LIBOR01 Page on the most recent business day that is at least two New York and London business days prior to the twenty-fifth (25th) day of the month.  The interest rate on a variable interest rate SOSL currently ranges from one-month LIBOR plus 2.00% to one-month LIBOR plus 9.875%.  The interest rate on a CT SOSL currently ranges from one-month LIBOR plus 7.75% to one-month LIBOR plus 12.50%.  The interest rate resets monthly on the twenty-fifth (25th) day of each month or, if that is not a New York business day, on the next New York business day.  In the absence of a cosigner, the margin applicable to the interest rate for a variable interest rate SOSL or CT SOSL may be determined by the credit profile of the borrower and other underwriting criteria.  For cosigned loans, the margin is generally based on the cosigner’s credit profile and other underwriting criteria.

Fixed rate SOSLs are originated with a fixed interest rate that currently ranges from 5.75% to 12.875%.  In the absence of a cosigner, the fixed interest rate for a fixed rate SOSL may be determined by the credit profile of the borrower and other underwriting criteria.  For cosigned loans, the fixed interest rate is generally based on the cosigner’s credit profile and other underwriting criteria.

Fees.

SOSL.  There are no origination fees on SOSLs.

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CT SOSL.  Disbursement fees on CT SOSLs range from 0% to 5%.  The amount of the fee is generally based on the credit profile of the cosigner or, in the absence of a cosigner, on the credit profile of the borrower, and other underwriting criteria.

Repayment Options.

SOSL.  Beginning with the Academic Year 2011-2012, borrowers choose from three repayment options when they apply for an SOSL.  The repayment option that the borrower selects governs what payments, if any, the borrower makes while in school and during the six month “separation period” (previously called the “grace period,”) which begins the day the borrower is no longer enrolled in school.  The three repayment options applicable to SOSL are:

1. Interest Repayment Option: Borrowers who select the Interest Repayment Option make interest payments while in school and during the separation period.

2. Fixed Repayment Option: Borrowers who select the Fixed Repayment Option make fixed payments of $25 each month while in school and during the separation period.  Unpaid interest capitalizes after the six month separation period.

3. Deferred Repayment Option: Borrowers who select the Deferred Repayment Option make no payments while in school or during the separation period.  Unpaid interest capitalizes after the six month separation period.

From June 2010 through June 2011, only the Interest Repayment Option and the Fixed Repayment Option, were available to borrowers of SOSLs.

From March 2009 through May 2010, only the Interest Repayment Option was available to borrowers of SOSLs.

Borrowers typically begin to repay principal on a SOSL after the six month separation period, which is usually six months after graduation or when the borrower falls below half-time enrollment at an eligible school (or the date on which the borrower is no longer enrolled if the SOSL was made when the borrower was enrolled at an eligible school less than half-time).  While in repayment, borrowers may request to defer the payment of and capitalize unpaid accrued interest due during periods of educational enrollment, internship/residency or economic hardship.  However, such deferrals will generally require a borrower to pay, during the deferment period, an amount equal to the applicable repayment option that applied on the loan during the in-school and separation period.

Unpaid accrued interest will capitalize:

· at the beginning of the repayment period (unless the borrower selected the Interest Repayment Option);

· every twelve (12) months during periods of internship/residency deferment or at the end of the deferment period if it is less than twelve (12) months;

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· every six (6) months during periods of in-school deferment and at the end of each in school deferment period; and

· at the end of each hardship forbearance period.

The repayment term for SOSL varies from five (5) to fifteen (15) years, based upon the loan balance, the amount of all prior Company loans originated to the borrower, the year in school when the loan is made and the in-school repayment option.  Beginning March 2011, the repayment term varies from six (6) to fifteen (15) years.

The SOSL program currently requires a minimum $50.00 monthly payment for all combined SOSL while in full repayment.

CT SOSL.Beginning with the Academic Year 2011-2012 borrowers may choose from the Interest Repayment Option or the Fixed Repayment Option.

From March 2009 through May 2010, only the Interest Repayment Option was available to borrowers.

Borrowers typically begin to repay principal on a CT SOSL after the six month separation period, which is usually six months after completing the career training program.  While in repayment, borrowers may request to defer the payment of and capitalize unpaid accrued interest due during periods of educational enrollment, internship/residency or economic hardship.  However, such deferrals will generally require a borrower to pay, during the deferment period, an amount equal to the applicable repayment option that applied on the loan during the in-school and separation period.

Unpaid accrued interest will capitalize:

· at the beginning of the repayment period (unless the borrower selected the Interest Repayment Option);

· every twelve (12) months during periods of internship/residency deferment or at the end of the deferment period if it is less than twelve (12) months;

· every six (6) months during periods of in-school deferment and at the end of each in school deferment period; and

· at the end of each hardship forbearance period.

The repayment term for CT SOSL varies from five (5) to fifteen (15) years, based upon the loan balance, the amount of all prior Company loans originated to the borrower, the year in school when the loan is made and the in-school repayment option.

The CT SOSL program currently requires a minimum $50.00 monthly payment for all combined CT SOSL while in full repayment.

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APPENDIX L

Global Clearance, Settlement and

Tax Documentation Procedures

Except in some limited circumstances, the notes offered under the related prospectus supplement will be available only in book-entry form as “Global Securities.” Investors in the Global Securities may hold them through DTC or, if applicable, Clearstream, Luxembourg or Euroclear. The Global Securities are tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades (other than with respect to a reset date as described under “Additional Information Regarding the Notes—Book Entry Registration” in this prospectus) will settle in same-day funds.

Secondary market trading between investors holding Global Securities through Clearstream, Luxembourg and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional Eurobond practice.

Secondary market trading between investors holding Global Securities through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between Clearstream, Luxembourg or Euroclear and DTC participants holding Securities will be effected on a delivery-against-payment basis through the depositaries of Clearstream, Luxembourg and Euroclear and as participants in DTC.

Non-U.S. holders of Global Securities will be exempt from U.S. withholding taxes, provided that the holders meet specific requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

Initial Settlement

All U.S. Dollar denominated Global Securities will be held in book-entry form by DTC in the name of Cede & Co., as nominee of DTC. Investors’ interests in the U.S. Dollar denominated Global Securities will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. As a result, Clearstream, Luxembourg and Euroclear will hold positions in U.S. Dollar denominated Global Securities on behalf of their participants through their respective depositaries, which in turn will hold positions in accounts as participants of DTC.

All non-U.S. Dollar denominated Global Securities will be held in book-entry form by a common depositary for Clearstream, Luxembourg and Euroclear in the name of a nominee to be selected by the common depositary. Investors’ interests in the non-U.S. Dollar denominated Global Securities will be represented through financial institutions acting on their behalf as direct and indirect participants in Clearstream, Luxembourg or Euroclear. As a result, DTC will hold positions in the non-U.S. Dollar denominated Global Securities on behalf of its participants through its depositaries, which in turn will hold positions in accounts as participants of Clearstream, Luxembourg or Euroclear.

Investors electing to hold their Global Securities through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

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Investors electing to hold their Global Securities through Clearstream, Luxembourg or Euroclear accounts will follow the settlement procedures applicable to conventional Eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period. Global Securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchase determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and the depositor’s accounts are located to ensure that settlement can be made on the desired value date.

Trading on a Reset Date.  Secondary market trading on a reset date will be settled as described under “Additional Information Regarding the Notes—Book-Entry Registration” in this prospectus.

Trading between DTC participants.  Secondary market trading between DTC participants will be settled using the procedures applicable to U.S. corporate debt issues in same-day funds.

Trading between Clearstream, Luxembourg and/or Euroclear participants.  Secondary market trading between Clearstream, Luxembourg participants and/or Euroclear participants will be settled using the procedures applicable to conventional Eurobonds in same-day funds.

Trading between DTC seller and Clearstream, Luxembourg or Euroclear purchaser. When Global Securities are to be transferred from the account of a DTC participant to the account of a Clearstream, Luxembourg participant or a Euroclear participant, the purchaser will send instructions to Clearstream, Luxembourg or Euroclear through a participant at least one business day before settlement. Clearstream, Luxembourg or Euroclear will instruct the applicable depositary to receive the Global Securities against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date. Payment will then be made by the respective depositary to the DTC participant’s account against delivery of the Global Securities.

Securities.  After settlement has been completed, the Global Securities will be credited to the applicable clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream, Luxembourg participant’s or Euroclear participant’s account. The Global Securities credit will appear the next day (European time) and the cash debit will be back-valued to, and the interest on the Global Securities will accrue from, the value date, which would be the preceding day when settlement occurred in New York. If settlement is not completed on the intended value date so that the trade fails, the Clearstream, Luxembourg or Euroclear cash debit will be valued instead as of the actual settlement date.

Clearstream, Luxembourg participants and Euroclear participants will need to make available to the clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream, Luxembourg or Euroclear. Under this approach, they may take on credit exposure to Clearstream, Luxembourg or Euroclear until the Global Securities are credited to their accounts one day later.

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As an alternative, if Clearstream, Luxembourg or Euroclear has extended a line of credit to them, participants can elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream, Luxembourg participants or Euroclear participants purchasing Global Securities would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Securities were credited to their accounts. However, interest on the Global Securities would accrue from the value date. Therefore, in many cases the investment income on the Global Securities earned during that one-day period may substantially reduce or offset the amount of the overdraft charges, although this result will depend on each participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for sending Global Securities to the applicable depositary for the benefit of Clearstream, Luxembourg participants or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC participant a cross-market transaction will settle no differently than a trade between two DTC participants.

Trading between Clearstream, Luxembourg or Euroclear seller and DTC purchaser. Due to time zone differences in their favor, Clearstream, Luxembourg and Euroclear participants may employ their customary procedures for transactions in which Global Securities are to be transferred by the respective clearing system, through the respective depositary, to a DTC participant. The depositor will send instructions to Clearstream, Luxembourg or Euroclear through a participant at least one business day before settlement. In this case, Clearstream, Luxembourg or Euroclear will instruct the applicable depositary to deliver the securities to the DTC participant’s account against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date. The payment will then be reflected in the account of the Clearstream, Luxembourg participant or Euroclear participant the following day, and receipt of the cash proceeds in the Clearstream, Luxembourg or Euroclear participant’s account would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York. Should the Clearstream, Luxembourg or Euroclear participant have a line of credit with its clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date so that the trade fails, receipt of the cash proceeds in the Clearstream, Luxembourg or Euroclear participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Clearstream, Luxembourg or Euroclear and that purchase Global Securities from DTC Participants for delivery to Clearstream, Luxembourg participants or Euroclear participants should note that these trades would automatically fail on the sale side unless affirmative action is taken. At least three techniques should be readily available to eliminate this potential problem:

· borrowing through Clearstream, Luxembourg or Euroclear for one day until the purchase side of the day trade is reflected in their Clearstream, Luxembourg or Euroclear accounts, in accordance with the clearing system’s customary procedures;

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· borrowing the Global Securities in the U.S. from a DTC participant no later than one day before settlement, which would give the Global Securities sufficient time to be reflected in their Clearstream, Luxembourg or Euroclear account in order to settle the sale side of the trade; or

· staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day before the value date for the sale to the Clearstream, Luxembourg participant or Euroclear participant.

U.S. Federal Income Tax Documentation Requirements

A holder of Global Securities may be subject to U.S. withholding tax (currently at 30%), or U.S. backup withholding tax (currently at 28%), as appropriate, on payments of interest, including original issue discount, on registered debt issued by U.S. persons, unless:

· each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between the beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements, and

· that holder takes one of the following steps to obtain an exemption or reduced tax rate:

1.  Exemption for non-U.S. person—Form W-8BEN. Non-U.S. persons that are beneficial owners can obtain a complete exemption from the withholding tax.  To obtain this exemption, they are generally required to file a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding).

2.  Exemption for non-U.S. persons with effectively connected income—Form W-8ECI. A non-U.S. person, including a non-U.S. corporation or partnership, for which the income is effectively connected with its conduct of a trade or business in the United States, can obtain an exemption from the withholding tax by filing Form W-8ECI (Certificate of Foreign Person’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States).

3.  Exemption or reduced rate for non-U.S. persons resident in treaty countries— Form W-8BEN. Non-U.S. persons that are beneficial owners residing in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate, depending on the treaty terms, by filing Form W-8BEN.

4.  Exemption for U.S. persons—Form W-9. U.S. persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Request for Taxpayer Identification Number and Certification certifying that they are not subject to U.S. backup withholding tax).

If the information shown on the applicable certification changes, new certification must be filed within 30 days of the change.

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U.S. Federal Income Tax Reporting Procedure.  The Global Securityholder or his agent files by submitting the appropriate form to the person through which he holds. This is the clearing agency, in the case of persons holding directly on the books of the clearing agency. Form W-8BEN, provided without a taxpayer identification number (“TIN”) and Form W-8ECI are generally effective from the date the form is signed to the last day of the third succeeding calendar year.  Form W-8BEN provided with a TIN will generally be effective until a change in circumstances makes any information on the form incorrect.

For these purposes, a U.S. person is:

· a citizen or individual resident of the United States,

· a corporation or partnership, including an entity treated as such for U.S. federal income tax purposes, organized in or under the laws of the United States or any state thereof or the District of Columbia,

· an estate the income of which is includible in gross income for U.S. federal income tax purposes, regardless of its source, or

· a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust.

To the extent provided in Treasury regulations, some trusts in existence on August 20, 1996, and treated as U.S. persons before that date, that elect to continue to be treated as U.S. persons, will be U.S. persons and not foreign persons.

This discussion does not deal with all aspects of U.S. federal income tax withholding that may be relevant to foreign holders of the Global Securities. Investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the Global Securities.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution*

The following table sets forth the estimated expenses to be borne by the registrants, other than the underwriting discounts and commissions:**

SEC registration fee	$[         ]
Legal fees and expenses	$[         ]
Accounting fees and expenses	$[         ]
Blue Sky fees and expenses	$[         ]
Rating agency fees	$[         ]
Eligible Lender Trustee fees and expenses	$[         ]
Indenture Trustee fees and expenses	$[         ]
Printing expenses	$[         ]
Miscellaneous	$[         ]
Total	$[         ]

*  All amounts, other than the Securities and Exchange Commission registration fee, are aggregate estimates of costs and expenses incurred or to be incurred in connection with the issuance and distribution of separate series of securities to be offered from time to time.

** To be completed by pre-effective amendment.

Item 15. Indemnification of Directors and Officers

Section 18-108 of the Delaware Limited Liability Company Act, as amended (6 Del. C. Section 18-101 et seq.), empowers a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 20 of the Limited Liability Company Operating Agreement of SLM Funding LLC, dated as of January 1, 2003, provides as follows:

(a)      No Member, Officer, Manager, employee or agent of the Company and no employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b)      To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions, provided, any indemnity under this Section 20 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

(c)      To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 20.

(d)      A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto, to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(f)      The foregoing provisions of this Section 20 shall survive any termination of this Agreement.

Item 16. Exhibits The following is a complete list of exhibits filed as part of the registration statement.

Exhibit No.	Description of Document
1.1	Form of Underwriting Agreement for Notes*
1.2	Form of Pricing Agreement for Notes (included as Annex 1 to Exhibit 1.1)*
3.1	Form of Certificate of Trust for the SLM Student Loan Trusts (included as Exhibit B to Exhibit 4.2)*
3.2	Certificate of Formation of SLM Funding LLC*
3.3	Limited Liability Company Operating Agreement of SLM Funding LLC*
3.4	Certificate of Formation of SLM Education Credit Funding LLC*
3.5	Limited Liability Company Operating Agreement of SLM Education Credit Funding LLC*
4.1	Form of Indenture*
4.2	Form of Amended and Restated Trust Agreement*
4.3	Form of Interim Trust Agreement (SLM Funding LLC)*
4.4	Form of Interim Trust Agreement (SPE Seller)*
5.1	Opinion of Bingham McCutchen LLP with respect to legality**
8.1	Opinion of Shearman & Sterling LLP with respect to tax matters**
8.2	Opinion of Richards, Layton & Finger, Delaware tax counsel with respect to certain Delaware tax matters**
23.1	Consent of Bingham McCutchen LLP (to be included as part of Exhibit 5.1)**
23.2	Consent of Shearman & Sterling LLP (to be included as part of Exhibit 8.1)**
23.3	Consent of Richards, Layton & Finger, Delaware tax counsel (to be included as part of Exhibit 8.2)**
24.1	Power of Attorney for SLM Funding LLC (included with this Part II)*
24.2	Power of Attorney for SLM Education Credit Funding LLC (included with this Part II)*
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Indenture Trustee***
99.1	Form of Master Terms Sale Agreement*
99.2	Form of Servicing Agreement*
99.3	Form of Master Terms Purchase Agreement (SLM Education Credit Finance Corporation)*
99.4	Form of Master Terms Purchase Agreement (SPE Seller)*
99.5	Form of Administration Agreement*

*         Filed herewith.

**      To be filed by pre-effective amendment.

***    To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of debt securities.

Item 17. Undertakings.

(a)      As to Rule 415: Each undersigned registrant (for itself only) hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii)      To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the applicable registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-3 and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (17 CFR 229.1100(c)).

(2)      That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)      That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:

(i)      If the applicable registrant is relying on Rule 430B of the Securities Act:

(A)           Each prospectus filed by the applicable registrant pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)      Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act of 1933, as amended, as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) of the Securities Act of 1933, as amended, for the purpose of providing the information required by section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)      That, for the purpose of determining liability of the applicable registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities: Each undersigned registrant (for itself only) undertakes that in a primary offering of securities of the applicable undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the applicable undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)      Any preliminary prospectus or prospectus of the applicable undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)      Any free writing prospectus relating to the offering prepared by or on behalf of the applicable undersigned registrant or used or referred to by the applicable undersigned registrant;

(iii)           The portion of any other free writing prospectus relating to the offering containing material information about the applicable undersigned registrant or its securities provided by or on behalf of the applicable undersigned registrant; and

(iv)           Any other communication that is an offer in the offering made by the applicable undersigned registrant to the purchaser.

(b)      As to documents subsequently filed that are incorporated by reference: Each undersigned registrant (for itself only) hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)      As to indemnification: Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended,  may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

(d)      As to Rule 430A: Each undersigned registrant (for itself only) hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e)      Undertaking in respect of qualification of Indentures under the Trust Indenture Act of 1939:

Each undersigned registrant (for itself only) hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

(f)      Undertaking in respect of filings regarding asset-backed securities incorporating by reference subsequent Exchange Act documents by third parties:

Each undersigned registrant (for itself only) hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended, of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g)      Undertaking in respect of filings regarding asset-backed securities that provide certain information through an Internet web site:

Each undersigned registrant (for itself only) hereby undertakes that, except as otherwise provided by Item 1105 of Regulation AB (17 CFR 229.1105), information provided in response to that Item pursuant to Rule 312 of Regulation S-T (17 CFR 232.312) through the specified Internet address in the prospectus is deemed to be a part of the prospectus included in the registration statement.  In addition, the applicable undersigned registrant hereby undertakes to provide to any person without charge, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through the specified Internet address as of the date of the prospectus included in this registration statement if a subsequent update or change is made to the information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, reasonably believes that the security rating requirement of Transaction Requirement B.5. of Form S-3 will be met by the time of sale of the securities to which this registration statement relates and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reston, State of Virginia on the 30th day of August, 2013.

SLM FUNDING LLC

    (Co-Registrant)

By:      /s/ Joseph DePaulo

Name: Joseph DePaulo

    Title:   President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, reasonably believes that the security rating requirement of Transaction Requirement B.5. of Form S-3 will be met by the time of sale of the securities to which this registration statement relates and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reston, State of Virginia on the 30th day of August, 2013.

SLM EDUCATION CREDIT FUNDING LLC

    (Co-Registrant)

By:      /s/ Joseph DePaulo

Name: Joseph DePaulo

    Title:   President and Chief Financial Officer

Power of Attorney

SLM FUNDING LLC

Each person whose signature appears below constitutes and appoints Joseph DePaulo (with full power to act alone) as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933, as amended, (and all further amendments, including post-effect amendments to such additional registration statement)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Joseph DePaulo Joseph DePaulo*	Manager, President (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and as Executive Vice President, Sallie Mae, Inc.	August 30, 2013
/s/ Ted A. Morris Ted A. Morris	Manager	August 30, 2013

*Joseph DePaulo is signing in his capacity as a Manager and as President and Chief Financial Officer of SLM Funding LLC, and as an Executive Vice President of Sallie Mae, Inc. (Sallie Mae, Inc. is one of the Managers of SLM Funding LLC.).

Power of Attorney

SLM EDUCATION CREDIT FUNDING LLC

Each person whose signature appears below constitutes and appoints Joseph DePaulo (with full power to act alone) as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933, as amended, (and all further amendments, including post-effect amendments to such additional registration statement)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Joseph DePaulo Joseph DePaulo*	Manager, President (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and as Executive Vice President, Sallie Mae, Inc.	August 30, 2013
/s/ Ted A. Morris Ted A. Morris	Manager	August 30, 2013

*Joseph DePaulo is signing in his capacity as a Manager and as President and Chief Financial Officer of SLM Education Credit Funding LLC, and as an Executive Vice President of Sallie Mae, Inc. (Sallie Mae, Inc. is one of the Managers of SLM Education Credit Funding LLC.).

EXHIBIT INDEX

Exhibit No.	Description of Document
1.1	Form of Underwriting Agreement for Notes*
1.2	Form of Pricing Agreement for Notes (included as Annex 1 to Exhibit 1.1)*
3.1	Form of Certificate of Trust for the SLM Student Loan Trusts (included as Exhibit B to Exhibit 4.2)*
3.2	Certificate of Formation of SLM Funding LLC*
3.3	Limited Liability Company Operating Agreement of SLM Funding LLC*
3.4	Certificate of Formation of SLM Education Credit Funding LLC*
3.5	Limited Liability Company Operating Agreement of SLM Education Credit Funding LLC*
4.1	Form of Indenture*
4.2	Form of Amended and Restated Trust Agreement*
4.3	Form of Interim Trust Agreement (SLM Funding LLC)*
4.4	Form of Interim Trust Agreement (SPE Seller)*
5.1	Opinion of Bingham McCutchen LLP with respect to legality**
8.1	Opinion of Shearman & Sterling LLP with respect to tax matters**
8.2	Opinion of Richards, Layton & Finger, Delaware tax counsel with respect to certain Delaware tax matters**
23.1	Consent of Bingham McCutchen LLP (to be included as part of Exhibit 5.1)**
23.2	Consent of Shearman & Sterling LLP (to be included as part of Exhibit 8.1)**
23.3	Consent of Richards, Layton & Finger, Delaware tax counsel (to be included as part of Exhibit 8.2)**
24.1	Power of Attorney for SLM Funding LLC (included with this Part II)*
24.2	Power of Attorney for SLM Education Credit Funding LLC (included with this Part II)*
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Indenture Trustee***
99.1	Form of Master Terms Sale Agreement*
99.2	Form of Servicing Agreement*
99.3	Form of Master Terms Purchase Agreement (SLM Education Credit Finance Corporation)*
99.4	Form of Master Terms Purchase Agreement (SPE Seller)*
99.5	Form of Administration Agreement*

*         Filed herewith.

**         To be filed by pre-effective amendment.

***           To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of debt securities.

EX-1.1

Exhibit 1.1

SLM Funding LLC

Student Loan-Backed Notes

[FORM OF] UNDERWRITING AGREEMENT

[_____], 20[__]

[Names and Addresses of Representatives]

as Representatives of the Underwriters named in Schedule I hereto

Ladies and Gentlemen:

From time to time SLM Education Credit Finance Corporation (“SLM ECFC”), a Delaware corporation and SLM Funding LLC (the “Company”), a Delaware limited liability company and a wholly-owned subsidiary of SLM ECFC, propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine.  Subject to the terms and conditions stated herein and therein, the Company proposes to cause the Trust specified in the applicable Pricing Agreement to issue to the Company, and the Company proposes to sell to the firms named in Schedule I to the applicable Pricing Agreement (each firm constituting the “Underwriter” with respect to such Pricing Agreement and the securities specified therein) certain of such Trust’s Student Loan-Backed Notes (the “Notes”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”), less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as provided in Section 3 hereof and as may be specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, any Designated Securities to be covered by Delayed Delivery Contracts are herein sometimes referred to as “Contract Securities” and the Designated Securities to be purchased by the Underwriters (after giving effect to the deduction, if any, for Contract Securities) are herein sometimes referred to as “Underwriters’ Securities”).

The Securities may be sold from time to time in one or more series.  Each series of Securities, which will include one or more classes of Notes and may include one or more classes of Student Loan-Backed Certificates (the “Certificates,” and, together with the Notes, the “Securities”) will be issued by a Trust to be formed with respect to such series (each, a “Trust”).  Each Trust will be formed pursuant to a trust agreement (an “Initial Trust Agreement”) to be entered into between the Company, the Delaware Trustee specified in the related Pricing Agreement (the “Delaware Trustee”) and the Eligible Lender Trustee specified in the related Pricing Agreement (the “Eligible Lender Trustee”) on or before the date of each Pricing

Agreement and amended and restated at the Time of Delivery (as defined in Section 4 hereof) for that series pursuant to an amended and restated trust agreement (an “Amended and Restated Trust Agreement,” together with the Initial Trust Agreement, a “Trust Agreement”) to be entered into between the Company, the Delaware Trustee, the Eligible Lender Trustee and the Indenture Trustee (defined below).  The Notes of each series will be issued and secured pursuant to an indenture (an “Indenture”) between the Trust, the Eligible Lender Trustee and the Indenture Trustee specified in the related Pricing Agreement (the “Indenture Trustee”).  The Certificates of a series will be issued pursuant to the related Trust Agreement and will represent fractional undivided interests in the Trust created thereby.  The property of each Trust will include, among other things, educational student loans to students and/or parents of dependent students made under the Federal Family Education Loan Program (“Student Loans”).

At the Time of Delivery for the Designated Securities, (i) the Company will acquire the related Student Loans from SLM ECFC, [Bluemont Funding LLC (“Bluemont Funding”), Town Center Funding LLC (“Town Center Funding”), Town Hall Funding LLC (“Town Hall Funding”), and/or VL Funding LLC (“VL Funding”)] under separate Purchase Agreements, (ii) the Company will sell the related Student Loans to the Trust pursuant to a Sale Agreement, between the Company and the Trust with the related Eligible Lender Trustee holding legal title thereto and (iii) the Company will make a deposit into the Supplemental Purchase Account, which may be used for the purchase of Additional Trust Student Loans during the Supplemental Purchase Period.  With respect to each series, Sallie Mae, Inc., as [master] servicer (the “Servicer”) will enter into a servicing agreement (a “Servicing Agreement”) with the Trust, the Administrator (defined below), the Eligible Lender Trustee and the Indenture Trustee with respect to the Trust Student Loans [and will also enter into a subservicing agreement (the “Subservicing Agreement”) with a subservicer (the “Subservicer”) to service the Trust Student Loans].  With respect to each series, Sallie Mae, Inc., as administrator (the “Administrator”), will enter into an administration agreement (an “Administration Agreement”) with the Trust dated as of the Time of Delivery, the Company, the Eligible Lender Trustee, the Servicer and the Indenture Trustee.

The terms and conditions of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the related Indenture.

Capitalized terms used but not defined herein or in any Pricing Agreement shall have the meanings ascribed thereto in the Indenture or the Pre-Pricing Disclosure Side Letter (as defined below).

1.         Particular sales of Designated Securities may be made from time to time to the Underwriter of such Securities, for whom the firms designated as representatives of the Underwriter of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”).  The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act on its or their own behalf without any firm being designated as its or their representatives.  This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of

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the Securities or as an obligation of any of the Underwriters to purchase the Securities.  The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein.  Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriter of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriter and the principal amount of such Designated Securities to be purchased by each Underwriter and whether any of such Designated Securities shall be covered by Delayed Delivery Contracts (as defined in Section 3 hereof) and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor.  The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities.  A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted.  The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

2.         The Companyand SLM ECFC represent and warrant to, and agree with, each of the Underwriters as follows (it being agreed and understood that the statements set forth in clauses (d), (e), (g), (h), (j), (k), (m) and (o) of this Section 2 with respect to SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding], the Servicer or the Administrator constitute representations, warranties and agreements of SLM ECFC only and not of the Company):

(a)         A registration statement on Form S-3 (File No. 333-[_______]), including a form of prospectus, in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such form; no other document with respect to such registration statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than (i) prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the “Act”), each in the form heretofore delivered to the Representatives, including the preliminary base prospectus (the “Preliminary Base Prospectus”) as supplemented by the preliminary prospectus supplement for the Designated Securities, including any supplements or amendments thereto (the “Preliminary Prospectus Supplement” [and, together with]), [(ii) a ratings free writing prospectus, dated the date of the Preliminary Prospectus Supplement, setting forth the ratings requirements for the Designated Securities, including any supplements or amendments thereto (the “Initial Ratings FWP”), (iii) a rep line free writing prospectus,

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dated [________, 20__], regarding the rep lines for the Designated Securities, including any supplements or amendments thereto (the “Initial Rep Line FWP”) and (iv) a final rep line free writing prospectus, dated [________, 20__], regarding the rep lines for the Designated Securities (the “Final Rep Line FWP” and, together with the Initial Rep Line FWP, the “Rep Line FWPs”; and the Rep Line FWPs together with the Preliminary Prospectus Supplement], the Preliminary Base Prospectus and the Initial Ratings FWP, the “Pre-Pricing Disclosure Package”), each in the form delivered to the Underwriters); and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the best of SLM ECFC’s or the Company’s knowledge, threatened by the Commission; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statementbecame effective but excluding Form T-1, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the prospectus relating to the Securities (other than the Preliminary Base Prospectus and the Preliminary Prospectus Supplement), in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the “Prospectus”; any reference herein to the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Prospectus, Preliminary Base Prospectus or Preliminary Prospectus Supplement, as the case may be; any reference to any amendment or supplement to the Prospectus, the Preliminary Base Prospectus or the Preliminary Prospectus Supplement shall be deemed to refer to and include any documents filed after the date of such Prospectus, Preliminary Base Prospectus or Preliminary Prospectus Supplement, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Prospectus, Preliminary Base Prospectus or Preliminary Prospectus Supplement, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus, the Preliminary Base Prospectus or the Preliminary Prospectus Supplement as amended or supplemented shall be deemed to refer to the Prospectus, the Preliminary Base Prospectus or the Preliminary Prospectus Supplement as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing);

(b)         The documents incorporated by reference in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act, the Exchange Act and the Trust Indenture Act of 1939, as

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amended (the “Trust Indenture Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act, the Exchange Act and the Trust Indenture Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement as amended or supplemented relating to such Designated Securities;

(c)         The Registration Statement, the Prospectus and the Pre-Pricing Disclosure Package conform, and any further amendments or supplements to the Registration Statement, the Prospectus and the Pre-Pricing Disclosure Package will conform, in all material respects to the requirements of the Act and the Trust Indenture Act, as applicable, and the rules and regulations of the Commission thereunder, and the Registration Statement, the Prospectus, the Pre-Pricing Disclosure Package, [and any Road Show Materials (as defined below)] (to the extent read together with the Pre-Pricing Disclosure Package), [and the structure summary materials sent to Intex Solutions, Inc. by the Representatives (including any amendment thereof or supplement thereto, the “Intex Information”), if any,] (to the extent read together with the Pre-Pricing Disclosure Package) do not and will not, [and the Final Ratings FWP (as defined below)], will not, (i) as of the applicable effective dates and at the Time of Sale (as set forth in the Pre-Pricing Disclosure Package Side Letter defined below), as to the Registration Statement and any amendment thereto, (ii) as of the applicable filing date and at the Time of Sale, as to the Prospectus and any amendment or supplement thereto, (iii) as of the date of pricing and at the Time of Sale, as to the Intex Information, if any, (iv) as of the date of the pricing, at the Time of Sale and at the Time of Delivery of the Designated Securities, as to the Pre-Pricing Disclosure Package (taken as a whole), [(v) as of the date of pricing and at the Time of Delivery of the Designated Securities, as to the Final Ratings FWP, taken as a whole with the Pre-Pricing Disclosure Package, and (vi) as of the date thereof and at the Time of Delivery, as to any Road Show Materials (to the extent read together with the Pre-Pricing Disclosure Package),] contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply (i) to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by

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an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented, the Pre-Pricing Disclosure Package, [the Final Ratings FWP, any Intex Information, or any Road Show Materials,] as applicable, relating to such Designated Securities (it being understood that the Pre-Pricing Disclosure Package omits certain pricing information relating to the Designated Securities, [and (ii) to any Intex Information, except to the extent that any untrue statement or alleged untrue statement or omission or alleged omission therein (A) is also included in the Pre-Pricing Disclosure Package or (B) arises out of or is based on (or is alleged to have arisen out of or been based on) an error in the information furnished by the Company or the applicable Trust to the Underwriters in writing or by electronic transmission that was used in the preparation of the Intex Information (a “Collateral Error”)];

(d)         Neither SLM ECFC or any of its subsidiaries, taken as a whole, nor the Company has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.  There has not been (A) any material adverse change in the capital stock or long-term debt of SLM ECFC or any of its subsidiaries, taken as a whole, or the Company or (B) any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of SLM ECFC or any of its subsidiaries, taken as a whole, or the Company, since the date of SLM Corporation’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q or any Form 8-K filed with the Commission, as applicable, unless disclosed in writing to the Underwriters, on or prior to the date of this Agreement;

(e)           The Company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein, and is a wholly-owned subsidiary of SLM ECFC as of the date hereof.  The Servicer has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein.  The Administrator has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein. SLM ECFC has been duly formed and is validly existing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus,

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the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein.  [Bluemont Funding has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein.  Town Center Funding has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein.  Town Hall Funding has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein and to consummate the transactions contemplated therein and herein.  VL Funding has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein.]

(f)         All of the issued membership interests of the Company have been duly and validly authorized and issued and are owned beneficially and of record by SLM ECFC as of the date hereof;

(g)         This Agreement has been, and each Pricing Agreement with respect to the Designated Securities upon its execution and delivery by the Company and SLM ECFC will have been, duly authorized, executed and delivered by the Company and SLM ECFC.  The side letter authorizing the delivery of the Pre-Pricing Disclosure Package (the “Pre-Pricing Disclosure Package Side Letter”) has been duly authorized, executed and delivered by the Company, SLM ECFC and SLM Corporation to each of the Underwriters.  The Securities have been duly authorized, and, when Designated Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities, and, in the case of any Contract Securities, pursuant to Delayed Delivery Contracts with respect to such Contract Securities, such Designated Securities and Contract Securities will have been duly executed, authenticated, issued and delivered.  The Designated Securities will constitute valid and legally binding obligations of the related Trust entitled to the benefits provided by the Indenture, which will be substantially in the form filed as an exhibit to the Registration Statement.  The Indenture has been duly authorized and duly qualified under the Trust Indenture Act.  The related Certificates are intended to represent undivided ownership

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interests in the Trust created by the Trust Agreement, which will be substantially in the form filed as an exhibit to the Registration Statement, and will be entitled to the benefits provided by the Trust Agreement.  At the Time of Delivery (as defined in Section 4 hereof) for the Designated Securities, the Indenture and the Trust Agreement will each constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.  The Indenture and Trust Agreement conform, and the Designated Securities and the related Certificates will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented, the Pre-Pricing Disclosure Package [and the Final Ratings FWP] with respect to the Designated Securities;

(h)         The issue and sale of the Securities and the compliance by the Company and by SLM Corporation, as applicable, with all of the provisions of the Securities, the Indenture, the Trust Agreement, each of the Delayed Delivery Contracts, this Agreement, any Pricing Agreement and the Pre-Pricing Disclosure Package Side Letter, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, SLM ECFC or SLM Corporation is a party or by which the Company, SLM ECFC or SLM Corporation is bound or to which any of the property or assets of the Company, SLM ECFC or SLM Corporation is subject, nor will such action result in any violation of the provisions of the Company’s Certificate of Formation or Limited Liability Company Operating Agreement, SLM ECFC’s Certificate of Incorporation or By-laws, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or SLM ECFC or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company or SLM ECFC of the transactions contemplated by this Agreement or any Pricing Agreement or the Indenture or any Delayed Delivery Contract, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters;

(i)         The statements set forth in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement under the captions “Description of the Notes” and “Additional Information Regarding the Notes,” insofar as they purport to constitute a summary of the terms of the Notes (other than with respect to the Preliminary Base Prospectus and the Preliminary Prospectus Supplement, certain pricing information), are accurate, complete and fair;

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(j)         SLM ECFC is not in violation of its Certificate of Incorporation or By-laws, and the Company is not in violation of its Certificate of Formation or Limited Liability Company Operating Agreement, and neither SLM ECFC nor the Company is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(k)         Other than as set forth in the Prospectus, the Preliminary Base Prospectus, the Preliminary Prospectus Supplement or in SLM Corporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, in each case, on or prior to the date of this Agreement, filed with the Commission, as applicable, there are no legal or governmental proceedings pending to which the Company or SLM ECFC or any of its subsidiaries is a party or of which any property of SLM ECFC or any of its subsidiaries is the subject which, if determined adversely to the Company or SLM ECFC or any of its subsidiaries would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, shareholders’ equity or results of operations of SLM ECFC and any of its subsidiaries, taken as a whole, or the Company, or on the consummation of the transactions contemplated hereby; and, to the best of the Company’s and SLM ECFC’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(l)         The Company is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended and the Company, acting in its capacity as the Depositor of the Trust, is not an “ineligible issuer” within the meaning of Rule 405 under the Act as of the date hereof or as of the time set forth in Rule 164(h)(2) of the Act;

(m)         Neither the Company, SLM ECFC nor any of their affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes;

(n)         The accounting firm or firms providing the letter or letters to be delivered pursuant to Section 8(g) hereof are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(o)         At the Time of Delivery of the Designated Securities, SLM ECFC’s representations and warranties in the Purchase Agreement to which it is a party, the Administrator’s representations and warranties in the Administration Agreement, the Company’s representations and warranties in the related Sale Agreement and Trust Agreement, [Bluemont Funding’s representations and warranties in the Purchase Agreement to which it is a party will be true and correct in all material respects, Town Center Funding’s representations and warranties in the Purchase Agreement to which it is

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a party will be true and correct in all material respects, Town Hall Funding’s representations and warranties in the Purchase Agreement to which it is a party will be true and correct in all material respects, VL Funding’s representations and warranties in the Purchase Agreement to which it is a party will be true and correct in all material respects], and the Servicer’s representations and warranties in the Servicing Agreement will be true and correct in all material respects; and

(p)         In the event any of the Securities are purchased pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been duly authorized by the Company and SLM ECFC and, when executed and delivered by the Company and the purchaser named therein, will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and any Delayed Delivery Contracts will conform to the description thereof in the Prospectus, as amended or supplemented.

(q)         Sallie Mae, Inc., as sponsor (the “Sponsor”) of the Trust issuing the Notes, has executed and delivered a written representation to each Rating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through (D) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), and the Sponsor has complied with each such representation.

(r)         The Company has complied and, at and as of the Time of Delivery for the Designated Securities, shall have complied with its diligence and disclosure obligations under Rule 193 of the Act and Items 1111(a)(7) and 1111(a)(8) of Regulation AB under the Act.

3.         Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of the Underwriters’ Securities, the several Underwriters propose to offer such Underwriters’ Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented and the Pre-Pricing Disclosure Package as amended or supplemented.

The Company may specify in Schedule II to the Pricing Agreement applicable to any Designated Securities that the Underwriters are authorized to solicit offers to purchase Designated Securities from the Company pursuant to delayed delivery contracts (herein called “Delayed Delivery Contracts”), substantially in the form of Annex III attached hereto but with such changes therein as the Representatives and the Company may authorize or approve.  If so specified, the Underwriters will endeavor to make such arrangements, and as compensation therefor the Company will pay to the Representatives, for the accounts of the Underwriters, at the Time of Delivery, such commission, if any, as may be set forth in such Pricing Agreement.  Delayed Delivery Contracts, if any, are to be with investors of the types described in the Prospectus, as amended or supplemented, and subject to other conditions therein set forth.  The Underwriters will not have any responsibility with respect to the validity or performance of any Delayed Delivery Contracts.

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The principal amount of Contract Securities to be deducted from the principal amount of Designated Securities to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement applicable to such Designated Securities shall be, in each case, the principal amount of Contract Securities which the Company has been advised by the Representatives have been attributed to such Underwriter, provided that, if the Company has not been so advised, the amount of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the principal amount of Designated Securities to be purchased by such Underwriter under such Pricing Agreement bears to the total principal amount of the Designated Securities (rounded as the Representatives may determine).  The total principal amount of Underwriters’ Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the total principal amount of Designated Securities set forth in Schedule I to such Pricing Agreement less the principal amount of the Contract Securities.  The Company will deliver to the Representatives not later than 3:30 p.m., New York City time, on the third business day preceding the Time of Delivery specified in the applicable Pricing Agreement (or such other time and date as the Representatives and the Company may agree upon in writing), a written notice setting forth the principal amount of Contract Securities.

4.         Underwriters’ Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer or by certified or official bank check or checks, payable to the order of the Company in the funds specified in such Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery” for such Securities.

Concurrently with the delivery of and payment for the Underwriters’ Securities, the Company will deliver to the Representatives for the accounts of the Underwriters a check payable to the order of the party designated in the Pricing Agreement relating to such Underwriters’ Securities in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in Section 3 hereof and the Pricing Agreement relating to such Securities.

5.         The Company agrees with each of the Underwriters of any Designated Securities, SLM ECFC agrees with such Underwriters that it will cause the Company, and solely with respect to Section 5(g) hereof SLM Corporation agrees with such Underwriters:

(a)         To prepare the Prospectus as amended or supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file

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such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such other time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented or to the Pre-Pricing Disclosure Package after the date of the Pricing Agreement relating to such Designated Securities and prior to the Time of Delivery for such Designated Securities, in the event such amendment or supplement is disapproved by the Representatives for such Designated Securities promptly after reasonable notice thereof, [provided that the Company will prepare a final ratings free writing prospectus in form approved by the Representatives (the “Final Ratings FWP”) and file such Final Ratings FWP pursuant to Rule 433 under the Act]; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Designated Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Designated Securities, of the suspension of the qualification of such Designated Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Designated Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b)         Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Designated Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Designated Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c)         To furnish the Underwriters with copies of the Prospectus and Pre-Pricing Disclosure Package as amended or supplemented, in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a Prospectus or Pre-Pricing Disclosure Package is required at any time in connection with

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the offering or sale of the Designated Securities and if at such time any event shall have occurred as a result of which the Prospectus or Pre-Pricing Disclosure Package as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus or each respective piece of the Pre-Pricing Disclosure Package is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or the Pre-Pricing Disclosure Package or to file under the Exchange Act any document incorporated by reference in the Prospectus or the Pre-Pricing Disclosure Package in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or the Pre-Pricing Disclosure Package or a supplement to the Prospectus or the Pre-Pricing Disclosure Package which will correct such statement or omission or effect such compliance;

(d)         [To prepare and furnish to the Underwriters copies of the Final Ratings FWP, and to prepare and furnish without charge to each Underwriter and to any dealer in the Designated Securities as many copies as the Underwriters may from time to time reasonably request of any amendment or supplement to the Final Ratings FWP, which corrects an untrue statement or omission of material fact in the Final Ratings FWP];

(e)         To cause the Trust to make generally available to holders of Designated Securities, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(f)         To apply the net proceeds of the offering and sale of the Designated Securities and the related Certificates that it receives in the manner set forth in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement; and

(g)         To cause the Sponsor to comply with each representation made by it to each Rating Agency with respect to the Notes pursuant to paragraph (a)(3)(iii) of Rule 17g-5.

6.         (a)              The Company and SLM ECFC covenant and agree with the several Underwriters that the Company or SLM ECFC will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s and SLM ECFC’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto, and the Pre-Pricing Disclosure Package and any amendments and supplements thereto relating to the Designated Securities and the mailing and delivering of copies thereof to the Underwriters and

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dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Trust Agreement, any Delayed Delivery Contracts, the Pre-Pricing Disclosure Package Side Letter, any Blue Sky and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Designated Securities; (iii) all expenses in connection with the qualification of the Designated Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any fees charged by securities rating services for rating the Designated Securities; (v) the cost of preparing the Designated Securities; (vi) the fees and expenses of the Eligible Lender Trustee and the Indenture Trustee and any agent of the Eligible Lender Trustee or the Indenture Trustee and the fees and disbursements of counsel for the Eligible Lender Trustee and the Indenture Trustee in connection with any Indenture and Trust Agreement and the Designated Securities; (vii) the fees payable to the Luxembourg Stock Exchange in connection with listing Designated Securities on the Luxembourg Stock Exchange; and (viii) all other costs and expenses incident to the performance of their obligations hereunder and under any Delayed Delivery Contracts that are not otherwise specifically provided for in this Section.  It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

(b)         Each of the Company, SLM ECFC and SLM Corporation acknowledges and agrees that the purchase and sale of the Designated Securities pursuant to this Agreement, including the determination of the initial public offering price of the Designated Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other.  In connection therewith and with the process leading to such transaction, each of the Company, SLM ECFC and SLM Corporation acknowledges and agrees that each Underwriter is acting solely as a principal and not as the agent or fiduciary or in any other position of higher trust of the Company and that no Underwriter has assumed (i) a fiduciary responsibility in favor of the Trust specified in the applicable Pricing Agreement with respect to the offering and sale of the Designated Securities contemplated hereby or (ii) any other obligation to any of the Company, SLM ECFC and SLM Corporation except for the obligations expressly set forth in this Agreement.  Each of the Company, SLM ECFC and SLM Corporation covenants and agrees that it will not claim that any Underwriter owes a fiduciary or other similar duty to the Trust specified in the applicable Pricing Agreement in connection with the offering and sale of the Designated Securities contemplated hereby or the process leading thereto.  Each Underwriter covenants and agrees that it has disclosed to the Company, SLM ECFC and SLM Corporation any conflicts of interest that would materially impact the arm’s-length commercial nature of the purchase and sale of the Designated Securities including the determination of the initial public offering price of the Designated Securities and any related discounts and commissions.

7.         (a)              Other than the Prospectus, the Preliminary Base Prospectus, the Preliminary Prospectus Supplement and the prospectus supplement for the Designated Securities

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(the “Prospectus Supplement” and together with the Prospectus, the “Final Prospectus”), each of which will be filed with the Commission pursuant to Rule 424(b) under the Act, [and the Initial Ratings FWP, the Initial Rep Line FWP, the Final Rep Line FWP and the Final Ratings FWP] (collectively, the “Disclosure Materials”) no Underwriter shall, without the Company’s prior written approval, convey or deliver any other written material of any kind relating to any  “issuer information” as defined in Rule 433(h)(2) under the Act to any potential investor in the Designated Securities that would constitute (i) a prospectus satisfying the requirements of Rule 430B under the Act, (ii) a “free writing prospectus,” as defined in Rule 405 under the Act (a “Free Writing Prospectus”), [including, but not limited to the materials constituting a “road show” presentation (such materials, the “Road Show Materials”) (other than use of Road Show Materials as part of the road show itself)] or (iii) any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”), in reliance upon Rules 167 and 426 under the Act (clauses (i), (ii) and (iii) collectively referred to herein as, “Prohibited Materials”); provided, however, that you may convey to one or more of your potential investors a free writing prospectus, as defined in Rule 405 under the Act, containing only: (i) information permitted in Rule 134 under the Act and previously included in the Pre-Pricing Disclosure Package, (ii) a column or other entry showing the status of the subscriptions for each class of the Securities (both for the issuance as a whole and for each underwriter’s specific retention), (iii) expected pricing parameters of the Securities, (iv) weighted averages lives of any class of Securities, (v) expected maturities of any class of Securities and (vi) after final pricing spreads with regard to the Securities have been determined, pricing cashflows for the Securities, in the case of clauses (i) through (vi) as such information is posted on a Bloomberg screen and, in the case of clauses (ii) through (vi) such free writing prospectus shall not contain information that would require the issuer to file such free writing prospectus pursuant to Rule 433 under the Act.

(b)              Each Underwriter represents and warrants that it has not conveyed, or will not convey, to any potential investor: (i) the Preliminary Base Prospectus, the Preliminary Prospectus Supplement [and the Initial Ratings FWP] prior to [________, 20__], [(ii) the Initial Rep Line FWP prior to [________, 20__], (iii) the Final Rep Line FWP prior to [_______, 20__], and (iv) the Final Ratings FWP prior to the Final Ratings FWP First Use Date.]

(c)              Each Underwriter covenants with the Company and SLM ECFC that it has conveyed the Pre-Pricing Disclosure Package to each investor to which it has sold the Designated Securities in paper form, by facsimile, or electronically in Adobe Acrobat PDF format reasonably promptly after receipt by such Underwriter of the Pre-Pricing Disclosure Package from the Company and prior to the time of each contract of sale for the Designated Securities.

(d)              Each Underwriter represents and warrants to the Company and SLM ECFC that in connection with its use of the Pre-Pricing Disclosure Package, it has complied  with all requirements of the rules and regulations of the Commission applicable to such Underwriter with regard to preliminary prospectus supplements and Free Writing Prospectuses.

(e)              The Company agrees, and SLM ECFC agrees that it has caused, or shall cause, the Company to file with the Commission the following:

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[(i)           The Initial Ratings FWP, which constitutes an “issuer free writing prospectus,” as defined in Rule 433(h) under the Act];

[(ii)           The Initial Rep Line FWP, which constitutes an “issuer free writing prospectus,” as defined in Rule 433(h) under the Act];

[(iii)           The Final Rep Line FWP, which constitutes an “issuer free writing prospectus,” as defined in Rule 433(h) under the Act];

[(iv)           The Final Ratings FWP, which constitutes an “issuer free writing prospectus,” as defined in Rule 433(h) under the Act; and]

(v)           Any other Free Writing Prospectus that the Company provided, authorized or approved (each, an “Other Issuer Free Writing Prospectus”), and which the Representatives shall not have disapproved solely to the extent required to be filed pursuant to Rule 433 under the Act.

(f)              The Free Writing Prospectuses required to be filed pursuant to Section 7(e) hereof by the Company have been or shall be filed with the Commission not later than the applicable time specified in the Act, if required, and will comply with all applicable requirements of the rules and regulations of the Commission with regard to Free Writing Prospectuses applicable to it.

(g)              Notwithstanding the provisions of Sections 7(e) and (f) hereof, the Company shall not be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to the Pre-Pricing Disclosure Package or any other Free Writing Prospectus previously filed with the Commission.

(h)              The Company and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed pursuant to this Section 7 for a period of three (3) years following the initial bona fide offering of the Designated Securities.

(i)              (i)           In the event that an Underwriter determines that, as of the date on which an investor entered into an agreement to purchase any Designated Securities, the Pre-Pricing Disclosure Package or any other Free Writing Prospectus delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Pre-Pricing Disclosure Package, a “Defective Pre-Pricing Disclosure Package” and such Free Writing Prospectus, a “Defective Free Writing Prospectus”), such Underwriter shall notify the Company thereof as promptly as practicable after such determination.

(ii)           Upon receipt by the Company of notification of a Defective Pre-Pricing Disclosure Package or a Defective Free Writing Prospectus, or if the Company becomes aware of the use of a Defective Pre-Pricing Disclosure Package or a Defective Free Writing Prospectus, the Company shall prepare a preliminary prospectus supplement or Free Writing Prospectus which corrects the material misstatement or omission in the Defective Pre-Pricing Disclosure Package or the Defective Free Writing Prospectus, as applicable (such corrected preliminary prospectus supplement, a “Corrected Pre-Pricing Disclosure Package” and such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus).

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(iii)           Upon receipt by an Underwriter of a Corrected Pre-Pricing Disclosure Package or a Corrected Free Writing Prospectus, as applicable, each Underwriter shall use reasonable efforts thereafter to provide the investor with adequate disclosure of its contractual arrangement and its rights under that contract at the time, to provide such investor with adequate disclosure of the information which would correct such statement or omission to provide such investor with a meaningful ability to terminate the prior contract and to elect to enter into or not enter into a new contract, and to enter into a new contract of sale with such investor; it being understood and agreed that any corrective disclosure shall be provided by the Company, in writing, to each Underwriter as promptly as practicable.

(j)              Notwithstanding any other provision herein, the Underwriters, SLM ECFC and the Company each agree to pay all costs and expenses of the other party including, without limitation, legal fees and expenses, incurred in connection with any successful action by one party or parties against another party or parties to enforce any of its rights set forth in this Section 7.

(k)              Each Underwriter covenants with the Company that:

(i)           it will maintain written or electronic records (the “Conveyed Information Records”) of the time and manner that any Disclosure Materials were conveyed to the investor at or prior to the Time of Sale (the “Conveyed Information”), all within the meaning of Rule 159 under the Act, for a period of at least three (3) years after the Time of Sale; and

(ii)           in the event of any litigation, threatened litigation or other dispute involving the Designated Securities, the Company will have the right to review and copy the Conveyed Information Records during normal business hours upon reasonable prior notice; provided that, in the alternative and at your option, copies of all such Conveyed Information Records may be sent to the Company, accompanied by an officer’s certificate certifying that such materials are a true and complete record of the relevant matter.

(l)              Each Underwriter covenants with the Company that during the Prospectus delivery period set forth in the Act, the Underwriter shall, if requested by a prospective investor, convey to such investor the Final Prospectus in accordance with the Act.

(m)               Each Underwriter, severally and not jointly, (i) represents to the Company that it has not provided, as of the date of this Agreement, and covenants with the Company that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust specified in the applicable Pricing Agreement, the Notes, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of the Company, and (ii) covenants with the Company that it will not provide to any

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Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(iii)(3)(D)), without the prior consent of the Company.

(n)               Each Underwriter covenants with the Company that it will not at any time institute against the Company or the Trust, or join in any institution against the Company or the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notesor this Agreement.  The foregoing shall not limit the rights of any Underwriter to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Company or theTrust by a Person other than such Underwriter.

8.         The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the reasonable discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company and SLM ECFC in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and as of the Time of Delivery for such Designated Securities, true and correct, the condition that the Company and SLM ECFC shall have performed all of their obligations hereunder theretofore to be performed, and the following additional conditions:

(a)         (i) The Prospectus as amended or supplemented in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; (ii) no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with;

(b)         Counsel for the Underwriters shall have furnished Representatives such opinion or opinions, substantially in the form attached hereto as Annex II(a), dated the Time of Delivery for such Designated Securities, with respect to the Designated Securities and such other related matters as the Representatives may reasonably request;

(c)         Internal counsel for the Company, the Administrator, SLM Corporation, SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding] and the Servicer, satisfactory to the Representatives, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, substantially in the form attached hereto as Annex II(b) or as is otherwise satisfactory to the Representatives;

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(d)         Special counsel for the Company, the Administrator, SLM Corporation, SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding] and the Servicer, satisfactory to the Representatives, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, substantially in the form attached hereto as Annex II(c) or as is otherwise satisfactory to the Representatives;

(e)         Counsel for the Eligible Lender Trustee and the Delaware Trustee, satisfactory to the Representatives, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, substantially in the form attached hereto as Annex II(d) or as is otherwise satisfactory to the Representatives;

(f)         Counsel for the Indenture Trustee, satisfactory to the Representatives, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, substantially in the form attached hereto as Annex II(e) or as is otherwise satisfactory to the Representatives;

(g)         At the time that the Preliminary Base Prospectus and the Preliminary Prospectus Supplement relating to such Designated Securities was distributed and on the date of the Pricing Agreement for such Designated Securities, the independent public accountants of the Company and SLM ECFC shall have furnished to the Representatives a letter or letters with respect to the Company, SLM ECFC, the statistical and financial information contained in the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and the Prospectus (including, without limitation any static pool data required to be incorporated by reference therein under Item 1105 of Regulation AB of the Act) and certain agreed upon procedures with respect to the issuance and offering of the Designated Securities and the related Student Loans, in form and substance satisfactory to the Representatives and in each case confirming that such accountants are independent public accountants within the meaning of the Act and the applicable rules and regulations thereunder;

(h)         (i) Neither SLM ECFC or any of its subsidiaries, taken as a whole, nor the Company shall have sustained (i) any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and, (ii) there shall not have been (A) any material adverse change in the capital stock or long-term debt of SLM ECFC or any of its subsidiaries, taken as a whole, or the Company or (B) any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of SLM ECFC or any of its subsidiaries, taken as a whole, or the Company or the transactions contemplated hereby, otherwise than, in the case of clauses

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(A) and (B) above, as set forth in SLM Corporation’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q or any Current Report on Form 8-K filed with the Commission, or as disclosed in writing to the Underwriters on or prior to the date of this Agreement, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Underwriters’ Securities on the terms and in the manner contemplated in the Prospectus as first amended or supplemented relating to the Designated Securities and in the Pre-Pricing Disclosure Package;

(i)         On or after the date of the Pricing Agreement relating to the Designated Securities, there shall not have occurred any of the following: (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (2) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (3) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (3) in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Underwriters’ Securities on the terms and in the manner contemplated in the Prospectus as theretofore amended or supplemented relating to the Designated Securities or in the Pre-Pricing Disclosure Package;

(j)         Each of the Company and SLM ECFC shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities (1) a certificate or certificates of officers of the Company or SLM ECFC, as the case may be, satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company or SLM ECFC, as the case may be, herein at and as of such Time of Delivery, as to the performance by the Company or SLM ECFC, as the case may be, of all of their obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a), (h) and (i) of this Section and as to such other matters as the Representatives may reasonably request and [(2) a certificate or certificates of officers of the Subservicer satisfactory to the Representatives certifying as to the due formation, valid existence and authority of the Subservicer to perform its duties contemplated in the Prospectus and the Pre-Pricing Disclosure Package and to consummate the transactions contemplated therein.]

(k)         At the Time of Delivery, the aggregate principal amount of the Underwriters’ Securities as specified in the related Pricing Agreement for the Designated Securities shall have been sold to the Underwriters and the aggregate amount of the related Certificates, if any, as specified in the related underwriting agreement for such Certificates shall have been sold to the underwriters specified in such underwriting agreement; and

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(l)         The Designated Securities shall be rated as set forth in the [related Prospectus and in the Pre-Pricing Disclosure Package], [Final Ratings FWP] by the Rating Agency (or Agencies) specified in [such Prospectus and in the Pre-Pricing Disclosure Package], [the Final Ratings FWP], and such Rating Agency or Agencies shall not have placed the Designated Securities under surveillance or review with negative implications.

9.         (a)  (i)  The Company, SLM ECFC and SLM Corporation, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in (i) the Pre-Pricing Disclosure Package, [the Final Ratings FWP, any Road Show Materials (to the extent read together with the Pre-Pricing Disclosure Package), any Intex Information], the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Designated Securities, or any amendment or supplement thereto (including any static pool data referenced therein), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any Corrected Pre-Pricing Disclosure Package or Corrected Free-Writing Prospectus, or the omission or alleged omission to state a material fact required to make the statements therein, in light of the circumstances under which they were made, not misleading, which was not corrected by information subsequently supplied by the Company to the Underwriters reasonably prior to the sale to the applicable investor of the Designated Securities, which sale results in the loss, claim, damage or liability arising out of or based upon such misstatement or omission, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company, SLM ECFC and SLM Corporation shall not be liable in any such case (i) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company, SLM ECFC or SLM Corporation by any Underwriter of Designated Securities through the Representatives expressly for use therein, [and (ii) in respect of any Intex Information, except to the extent that any untrue statement or alleged untrue statement or omission or alleged omission therein (A) is also included in the Pre-Pricing Disclosure Package or (B) arises out of or is based on (or is alleged to have arisen out of or been based on) a Collateral Error].

(ii) The Company, SLM ECFC and SLM Corporation, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon failure of the Company, in its

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capacity as the depositor of the Trust, to maintain its status as an eligible issuer within the meaning of Rule 405 under the Act as of the date hereof or as of the time set forth in Rule 164(h)(2) of the Act or its failure to file, under Rule 424(b) of the Act, the Preliminary Base Prospectus or the Preliminary Prospectus Supplement with the Commission on the earlier to occur of immediately prior to the Time of Sale or within two business days of the Pre-Pricing Disclosure Package First Use Date, and under Rule 433 under the Act, [the Initial Ratings FWP with the Commission no later than the Pre-Pricing Disclosure Package First Use Date, the Initial Rep Line FWP on the date of its first use, the Final Rep Line FWP within two days of its first use, the Final Rating FWP with the Commission no later than the Final Ratings FWP First Use Date], and any Other Issuer Free Writing Prospectus as required under Rule 433 under the Act, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred.

(iii) The Company, SLM ECFC and SLM Corporation, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses (excluding market losses), claims, damages or liabilities, joint or several, to which such Underwriter may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) may arise out of such Underwriter’s entering into this Agreement or any Pricing Agreement or performing its obligations under this Agreement or any Pricing Agreement, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company, SLM ECFC and SLM Corporation shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the documents referred to in clause (i) of this Section 9(a) in reliance upon and in conformity with written information furnished to the Company, SLM ECFC or SLM Corporation by any Underwriter expressly for use therein.

(b)         Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company, SLM ECFC and SLM Corporation against any losses, claims, damages or liabilities to which they may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (A) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in (i) the Preliminary Base Prospectus, the Preliminary Prospectus Supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) [the Initial Rating FWP, the Final Ratings FWP, any Road Show Materials (to the extent read together with the Pre-Pricing Disclosure Package), any Intex Information or] any Corrected Free-Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to

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the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company or SLM ECFC by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company, SLM ECFC or SLM Corporation, as applicable, for any legal or other expenses reasonably incurred by the Company, SLM ECFC or SLM Corporation in connection with investigating or defending any such action or claim as such expenses are incurred or (B) arise out of or are based upon the breach by such Underwriter of the representation and covenant set forth in Section 7(m), and, in each case, will reimburse any legal or other expenses reasonably incurred by the Company or SLM ECFC in connection with investigating or defending any such action or claim; provided that the indemnification provided by any Underwriter pursuant to clause (B) above will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in Schedule II to the Pricing Agreement applicable to the Designated Securities.

(c)         Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)         If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and SLM

23

ECFC, on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates.  If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and SLM ECFC, on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative benefits received by the Company and SLM ECFC, on the one hand, and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company and SLM ECFC bear to the total underwriting discounts and commissions received by such Underwriters.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or SLM ECFC, on the one hand, or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Company, SLM ECFC, SLM Corporation and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.

(e)         The obligations of the Company, SLM ECFC and SLM Corporation under this Section 9 shall be in addition to any liability which the Company, SLM ECFC and SLM Corporation may otherwise have, shall extend, upon the same terms and conditions, to each officer and director of the Underwriters and to each person, if any, who controls any Underwriter within the meaning of the Act, and shall remain of full force and effect notwithstanding any claim of one party against another under Section 7 hereof or under the Pre-Pricing Disclosure Package Side Letter. The obligations of the Underwriters under this Section 9 shall be in addition

24

to any liability which the respective Underwriters may otherwise have, shall extend, upon the same terms and conditions, to each officer and director of the Company, SLM ECFC or SLM Corporation and to each person, if any, who controls the Company, SLM ECFC or SLM Corporation within the meaning of the Act and shall remain of full force and effect notwithstanding any claim of one party against another under Section 7 hereof or under the Pre-Pricing Disclosure Package Side Letter.

(f)         Notwithstanding any other provision of this Agreement, the aggregate liability of any Underwriter to Company, SLM ECFC and SLM Corporation in respect of any losses, claims, damages, liabilities, legal or other expenses or other amounts (collectively, “Amounts”) arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in Section 7(m)(ii), without regard to whether such Amounts are payable by such Underwriter under the indemnification provided by Section 9(b) or as damages for breach of contract or otherwise, will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in Schedule II to the Pricing Agreement applicable to the Designated Securities.

10.         (a)  If any Underwriter shall default in its obligation to purchase the Underwriters’ Securities which it has agreed to purchase under the Pricing Agreement relating to such Underwriters’ Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters’ Securities on the terms contained herein and therein.  If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters’ Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters’ Securities on such terms.  In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Underwriters’ Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Underwriters’ Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Underwriters’ Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements (including the Pre-Pricing Disclosure Package and Final Ratings FWP), and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Prospectus or such Free Writing Prospectus which in the opinion of the Representatives may thereby be made necessary.  The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

(b)         If, after giving effect to any arrangements for the purchase of the Underwriters’ Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Underwriters’ Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal

25

amount of the Designated Securities, then the Company shall have the right (i) to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such non-defaulting Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities, and, in addition, (ii) to require each non-defaulting Underwriter to purchase its pro rata share of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made (which share only shall pertain to and be based on the principal amount of the Designated Securities which such non-defaulting Underwriter or Underwriters previously agreed to purchase under the Pricing Agreement relating to such Designated Securities, it being acknowledged and agreed that such non-defaulting Underwriter or Underwriters shall not be required to purchase a share of any class of Designated Securities of a defaulting Underwriter or Underwriters which the non-defaulting Underwriter or Underwriters had not previously agreed to purchase under the Pricing Agreement relating to such Designated Securities).  Nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c)         If, after giving effect to any arrangements for the purchase of the Underwriters’ Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Underwriters’ Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Underwriters’ Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6(a) hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11.         The respective indemnities, agreements, representations, warranties and other statements of the Company and SLM ECFC and the several Underwriters and, to the extent provided in Sections 2(h), 5(g), 6(b), 9, 12, and 14, SLM Corporation, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, SLM ECFC or SLM Corporation or any officer or director or controlling person of the Company, SLM ECFC or SLM Corporation, and shall survive delivery of and payment for the Securities.

12.         If any Pricing Agreement shall be terminated pursuant to Section 10 or Section 8(i) hereof, the Company, SLM ECFC and SLM Corporation shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 9 hereof and in Section 6(a) hereof with respect to the Company and SLM ECFC; but, if for any other reason Underwriters’ Securities are not delivered by or on behalf of the Company as provided herein, the Company and SLM ECFC will reimburse the

26

Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company, SLM ECFC and SLM Corporation shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Sections 6(a) and 9 hereof.

13.         In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company, SLM ECFC or SLM Corporation shall be delivered or sent by mail, telex or facsimile transmission to:

SLM Funding LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

Facsimile:                      (703) 984-6586

Attention:                      [_____________________]

SLM Education Credit Finance Corporation

2001 Edmund Halley Drive

Reston, Virginia 20191

Facsimile:                      (703) 984-6586

Attention:                      [_____________________]

SLM Corporation

300 Continental Drive

Newark, Delaware 19713

Facsimile:                      (703) 984-5760

Attention:                      [_____________________]

provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in the related Pricing Agreement.  Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14.         This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and  SLM ECFC and, to the extent provided in Sections 2(h), 5(g), 6(b), 9, 11 and 12 hereof, SLM Corporation, the officers and

27

directors of the Company, SLM ECFC and SLM Corporation and each person who controls the Company, SLM ECFC, SLM Corporation or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement.  No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15.         Time shall be of the essence of each Pricing Agreement.  As used herein, “business day” shall mean any day when banking institutions are open for business in New York City, New York.

16.         This Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.

17.         This Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

28

If the foregoing is in accordance with your understanding, please sign and return to us ten counterparts hereof.

Very truly yours,

SLM Funding LLC

By:   _______________________________

      Name:

      Title:

SLM Education Credit Finance Corporation

By:  _______________________________

      Name:

      Title:

Accepted and agreed with respect to Sections 2(h), 5(g), 6(b), 9, 11, 12 and 14 of this Agreement:

SLM Corporation

By:_______________________________

Name:

Title:

Accepted as of the date hereof:

[___________________]

By: _______________________

Name:

Title:

[___________________]

By: _______________________

Name:

Title:

By: _______________________

Name:

Title:

As Representatives of the Underwriters named in Schedule I hereto

ANNEX I

[Also Exhibit 1.2 to Form S-3 Registration Statement]

Pricing Agreement

______________________

As Representatives of the several

Underwriters named on Schedule I hereto,

c/o____________________

_______________________

_______________________

                                                                                                                     , 20__

Ladies and Gentlemen:

SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated __________, 20__ (the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and _____________ and _________________, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of _______, 20__ between the Company, ________ as Delaware trustee (the “Delaware trustee”) and _______, as eligible lender trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”).  The Notes will be issued and secured pursuant to the Indenture, dated ___________ (the “Indenture”), between the Trust, the Eligible Lender Trustee and ____________, as trustee (the “Indenture Trustee”).

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement.  Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you.  Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

1

The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II.

During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives.

Each Underwriter represents and agrees that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust;

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and

(c) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including  the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of any Notes to the public in that Relevant Member State other than, (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant

2

Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes shall require the Trust or the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive.  For the purposes of this paragraph (c), the expression “an offer of any Notes to the public” in relation to the Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable investors to decide to purchase or subscribe the Notes as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

The Company represents and agrees that it has been informed of the existence of the FSA stabilizing guidance contained in Section MAR2, Ann 2G of the FSA Handbook (the Handbook of rules and guidance issued by the Financial Services Authority).

If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation.  It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

Very truly yours,

SLM Funding LLC

By: _________________________________

      Name:

      Title:

SLM Education Credit Finance Corporation

By: _________________________________

      Name:

      Title:

3

Accepted and agreed with respect to Sections 9, 11, 13 and 14 of the Underwriting Agreement:

SLM Corporation

By:_______________________________

Name:

Title:

4

Accepted as of the date hereof:

___________________

By: ____________________________________

Name:

Title:

___________________

By: _____________________________________

Name:

Title:

5

SCHEDULE I

                  Principal Amount of Designated Securities to be Purchased

      Underwriter        Class ___        Class ___        Class ___

SCHEDULE II

Title of each Class of Designated Securities:

Aggregate principal amount of each Class:

Price to Public of each Class:

Purchase Price by Underwriters of each Class:

Specified funds for payment of purchase price:

Indenture:

Maturity:

Interest Rate:

Form of Designated Securities:

Time of Delivery:

Closing location for delivery of Designated Securities:

Names and addresses of Representatives:

Designated Representatives:

Address for Notices, etc.:

ANNEX II(a)

The Underwriters: Outside Counsel Opinion

[Opinion to be issued, which will be substantially in the form provided for

SLM Student Loan Trust 20[__]-[__] ]

ANNEX II(b)

The Company, SLM ECFC and the Servicer: Internal Counsel Opinion

[Opinion to be issued, which will be substantially in the form provided for

SLM Student Loan Trust 20[__]-[__] ]

ANNEX II(c)

The Company, SLM ECFC and the Servicer:  Outside Counsel Opinion

[Opinion to be issued substantially in the form provided for

SLM Student Loan Trust 20[__]-[__] ]

ANNEX II(d)

Eligible Lender Trustee and Delaware:  Counsel Opinion

[Opinions to be issued substantially in the form provided for

SLM Student Loan Trust 20[__]-[__] ]

ANNEX II(e)

Indenture Trustee:  Counsel Opinion

[Opinion to be issued substantially in the form provided for

SLM Student Loan Trust 20[__]-[__] ]

ANNEX III

DELAYED DELIVERY CONTRACT

SLM Funding LLC

c/o _______________________

__________________________

__________________________

Attention:                                                        , 20__

Ladies and Gentlemen:

The undersigned hereby agrees to purchase from SLM Funding LLC(hereinafter called the “Company”), and the Company agrees to sell to the undersigned,

$.........

principal amount of the Company’s ________ (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated .............., 20.., as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of .....% of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below.

The undersigned will purchase the Designated Securities from the Company on .............., 20.. (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from .............., 20...

[The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below:

	Principal	Date from Which
Delivery Date	Amount	Interest Accrues
....................., 20..	$.............	....................., 20..

  ....................., 20..   $.............   ....................., 20..

Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)]

Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in .......... Clearing House funds at the office of .........., ........., .........., or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date.

The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject.  The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract.

[The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases].  Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith.

The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject.

This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.

This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis.  If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below.  This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company.

Yours very truly,

______________________________________

By:____________________________________

                      (Authorized Signature)

      Name:

      Title:

______________________________________

                              (Address)

Accepted:  ___________________________, 20__

SLM Funding LLC

By:  ___________________________________

      Name:

      Title:

EX-3.2

Exhibit 3.2

CERTIFICATE OF INCORPORATION

OF

SALLIE MAE FUNDING CORPORATION

The undersigned, for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, certifies:

FIRST:      The name of the Corporation is Sallie Mae Funding Corporation.

SECOND:      The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD:      The purposes of the Corporation are:

(a)      to acquire from time to time, own, hold, sell, assign and pledge education loans to students and parents of dependent students, including education loans made under the Federal Family Education Loan Program (“Student Loans”);

(b)      to enter into any agreement relating to the acquisition, sale, servicing, administration and guaranteeing of Student Loans (and any proceeds or further rights associated therewith) with any lender, holder, servicer, administrator, guaranty agency or other state or federal agency or instrumentality and to sell Student Loans to trusts (the “Trusts”) pursuant to one or more sale agreements, pooling agreements, trust agreements or other agreements (collectively, the “Agreements”);

(c)      to sell and deliver any class of certificates or other securities (collectively, the “Certificates”) issued by the Trusts under the related Agreements;

(d)      to sell and deliver one or more series and classes of bonds, notes or other evidences of indebtedness secured or collateralized by one or more pools of Student Loans or by Certificates of any class issued by one or more Trusts (collectively, the “Notes”);

(e)      to hold and enjoy all of the rights and privileges of any Certificates issued by the Trusts to the Corporation under the related Agreements;

(f)      to perform its obligations under the Agreements and

(g)      to engage in all such other activities and to exercise all such other powers permitted to corporations under the laws of the State of Delaware that are incidental to or connected with the foregoing business or purposes or necessary or desirable to accomplish the foregoing.

FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is five thousand (5,000) shares common stock of the par value of one dollar ($1.00) per share. Each holder of common stock shall have one vote in respect of each share of stock held by him or her of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of stockholders of the Corporation. Subject to the provisions of this Article FOURTH and any further provisions prescribed in accordance herewith, the holders of shares of common stock shall be entitled to receive, when and if declared by the board of directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in stock or otherwise.

FIFTH:      The name and mailing address of the incorporator is Lucy C. Weymouth, 1050 Thomas Jefferson Street, N.W., Washington, D.C. 20007.

SIXTH:      A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General

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Corporation Law is amended after the date of the filing of this Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.  No repeal or modification of this Article SIXTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such repeal or modification. A director shall be fully protected in relying in good faith upon the books of account or other records of the Corporation or statements prepared by any of its officers or employees or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SEVENTH:      In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter, amend or repeal the By-Laws, except as otherwise expressly provided in any By-Laws made by the holders of the capital stock of the Corporation entitled to vote thereon, subject to any limitation set forth therein or in this Certificate of Incorporation and subject to the power of the stockholders to alter the by-laws adopted by the Board of Directors.

EIGHTH:      Elections of directors need not be by written ballot, except as may otherwise be provided in the by-laws.

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NINTH:      (a)      At all times as any Certificates or Notes are outstanding, the Board of Directors of the Corporation shall include at least one Independent Director. When voting on matters subject to the vote of the Board of Directors, including those matters specified in this Article TENTH, notwithstanding that the Corporation is not then insolvent, each Independent Director shall take into account the interests of the creditors of the Corporation as well as the interests of the Corporation.

For purposes of Article NINTH the following terms shall have the meanings set forth below:

(i)      An “Independent Director” shall be an individual who: (A) is not and has not been employed by the Corporation or any of its subsidiaries or affiliates as a director, officer or employee within the five years immediately prior to such individual’s appointment as an Independent Director; (B) is not and has not been affiliated with a significant Customer or supplier of the Corporation or any of its subsidiaries or affiliates Within the five years immediately prior to such individuals appointment as an Independent Director; (C) is not and has not been affiliated with a company of which the Corporation or any of its subsidiaries and affiliates is a significant customer or supplier within the five years immediately prior to such individual’s appointment as an Independent Director; (D) does not have and has not had significant personal services contract(s) with the Corporation or any of its subsidiaries or affiliates within the five years immediately prior to such individual’s appointment as an Independent Director; (E) is not affiliated with a tax-exempt entity that receives significant contributions from the corporation or any of its subsidiaries or affiliates within the five years immediately prior to such individual’s appointment as an Independent Director; (F) is not the beneficial owner at the time of such individual’s appointment as an Independent Director, or at any time thereafter while serving as an Independent Director, of such

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number of shares of any class of common stock of the Corporation or any of its subsidiaries or affiliates the value of which constitutes more than 5% of such individual’s net worth; (G) is not a spouse, parent, sibling or child of any person described in (A) through (F); and (H) is not and was not a major creditor of the Corporation or any of its subsidiaries or affiliates within the five years prior to such appointment as an Independent Director.

(ii)      An “affiliate” of a person, or a person “affiliated with,” a specified person, shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified person.

(iii)      The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise; provided, however, that a person shall not be deemed to control another person solely because he or she is a director of such other person.

(iv)      The term “person” shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group deemed to be a person pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

(v)      A “subsidiary” of the Corporation shall mean any corporation a majority of the voting stock of which is owned, directly or indirectly through one or more other subsidiaries, by the Corporation.

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(vi)      A “significant customer of the Corporation or any of subsidiaries of affiliates” shall mean a customer from which the Corporation and any of its subsidiaries or affiliates collectively in the last fiscal year of the Corporation received payments in consideration for the products and services of the Corporation and its subsidiaries and affiliates which are in excess of 3% of the consolidated gross revenues of the Corporation and its subsidiaries during such fiscal year.

(vii)      A “significant . . . supplier of the Corporation or any of its subsidiaries or affiliates” shall mean a supplier to which the Corporation and any of its subsidiaries or affiliates collectively in the last fiscal year of the Corporation made payments in consideration for the supplier’s products and services in excess of 3% of the consolidated gross revenues of the Corporation and its subsidiaries during such fiscal year.

(viii)      the Corporation or any of its subsidiaries and affiliates shall be deemed a “significant customer” of a company if the Corporation and any of its subsidiaries and affiliates collectively were the direct source during such company’s last fiscal year of in excess of 5% of the gross revenues which such company received from the sale of its products and services during such fiscal year.

(ix)      the Corporation or any of its subsidiaries and affiliates shall be deemed a “significant . . . supplier” of a company if the corporation and any of its subsidiaries or affiliates collectively received in such company’s fiscal year payments from such company in excess of 53 of the gross revenues which such company received during such fiscal year for the sale of its products and services.

(x)      A person shall be deemed to have “significant personal services contract(s) with the Corporation or any of its subsidiaries or affiliates” if the fees and other compensation received by the person pursuant to personal services contract(s) with the Corporation and any of its subsidiaries or affiliates exceeded or would exceed 5% of his or her gross revenues during the last calendar year.

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(xi)      A tax-exempt entity shall be deemed to receive “significant contributions from the Corporation or any of its subsidiaries or affiliates” if such tax-exempt entity received during its last fiscal year, or expects to receive during its current fiscal year, contributions from the Corporation or any of its subsidiaries or affiliates in excess of the lesser of (A) 3% of the consolidated gross revenues of the Corporation or any of its subsidiaries during such fiscal year and (B) 5% of the contributions received by the tax-exempt entity during such fiscal year.

(xii)      A person shall be deemed to be a “major creditor of the Corporation or any of its subsidiaries or affiliates” if it is a financial institution which the Corporation, such subsidiary or affiliate owes outstanding indebtedness for borrowed money in a sum exceeding more than 5% of the Corporation’s total consolidated assets.

TENTH:      Notwithstanding any other provisions of this Certificate of Incorporation and any provision of law that otherwise so empowers the Corporation, the Corporation shall not, without the affirmative vote of 100 per cent of the Board of Directors, including the affirmative vote of each Independent Director, do any of the following:

(a)      engage in any business or activity other than in accordance with Article THIRD;

(b)      incur any indebtedness, or assume or guarantee any indebtedness of any other entity, other than (A) indebtedness incurred in connection with the execution of any Agreement or the acquisition of Certificates, (B) indebtedness to the Student Loan Marketing Association (“Sallie Mae”) or any affiliate thereof incurred in connection with the acquisition of Student Loans which indebtedness from time to time may be represented by notes issued by the Corporation to Sallie Mae that will be subordinate to the Certificates and Notes and will only be

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payable to the extent the Corporation has available cash to pay such indebtedness, (C) salaries, fees and expenses to its professional advisors and counsel, directors, officers and employees, (D) indebtedness where the person to whom the indebtedness is owing has delivered to the Corporation an undertaking that it will not institute against, or join any other person in instituting against, the Corporation any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all certificates and Notes are paid in full, or look to property or assets of the Corporation in respect of such obligations and that such obligations shall not constitute a claim against the Corporation in the event that the Corporation’s assets are insufficient to pay in full such obligations and (E) other indebtedness not exceeding $75,000 at any one time outstanding, on account of incidentals or services supplied or furnished to the Corporation;

(c)      dissolve or liquidate, in whole or in part;

(d)      consolidate with or merge into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity; or

(e)      institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Corporation or a Substantial property; or make any assignment for the benefit of creditors; or admit in writing its ability to pay its debts generally as they become due; or take any corporate action in furtherance of any such action.

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ELEVENTH:      The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the Board of Directors or in the by-laws of this Corporation.

TWELFTH:      The Corporation shall not, without the prior written consent of each of its Independent Directors, amend, alter, change or repeal Articles THIRD, FOURTH, NINTH, TENTH OR TWELFTH, of this Certificate of Incorporation.  Subject to this Article TWELFTH, the Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all the provisions of this Certificate of Incorporation and all rights and powers conferred in this Certificate of Incorporation on stockholders, directors and officers are subject to this reserved power.

THIRTEENTH:      The powers of the Incorporator shall terminate upon the filing of this Certificate of Incorporation, and the following persons, having the indicated mailing addresses, shall serve as the initial directors of the Corporation until the first annual meeting of the stockholders of the Corporation or until their respective successor or successors are elected and qualify or until their earlier resignation, removal or death:

Name                                                                                                   Mailing Address

Denise B. McGlone                                                                           1050 Thomas Jefferson Street, N.W.

                                                                                                              Washington, D.C. 20007

Robert R. Levine                                                                                1050 Thomas Jefferson Street, N.W.

                                                                                                              Washington, D.C. 20007

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WITNESS my signature this 26th day of July, 1995.

/s/ Lucy C. Weymouth

    Lucy Weymouth

    Sole Incorporator

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SALLIE MAE FUNDING CORPORATION

Sallie Mae Funding Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:                      That the Board of Directors of said corporation, by unanimous written consent, adopted the following resolution as of October 24, 1995:

RESOLVED, that the Board of Directors deems it advisable to amend the Corporation’s Certificate of Incorporation to delete Article Third, paragraphs (b) and (c), in their entirety and to replace them with the following new paragraphs:

“(b)           to enter into any agreement relating to the acquisition or sale of Student Loans by the Corporation or the servicing, administration or guaranteeing by other persons of Student Loans owned by it (and any proceeds or further rights associated therewith) with any lender, holder, servicer, administrator, guaranty agency or other state or federal agency or instrumentality and to sell Student Loans to trusts (the “Trusts”) pursuant to one or more sale agreements, pooling agreements, trust agreements or other agreements (collectively, the “Agreements”), provided that 30 days prior to any sale by the Corporation of Student Loans to a Trust which will finance such purchase with Certificates and/or Notes (as defined below), the Corporation will give written notice of such sale to each of the rating agencies that has rated any then outstanding Certificates or Notes issued by a Trust;

(c)           to sell and deliver any class of certificates or other equity securities (collectively, the “Certificates”) issued by the Trusts under the related Agreements;”

SECOND:                      That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent, as of October 29, 1995, to said amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law.

THIRD:                      That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 and 228 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, said Corporation has caused this certificate of Amendment to be executed by the undersigned individual as of this 24th day of October, 1995.

SALLIE MAE FUNDING CORPORATION

Attested: /s/ Lucy C. Weymouth                                     By: /s/ Denise B. McGlone                                                                           

Lucy C. Weymouth                                           Denise B. McGlone

Assistant Secretary                                           President

-  -

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SALLIE MAE FUNDING CORPORATION

Sallie Mae Funding Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:                      That the Board of Directors of said corporation, by unanimous written consent, adopted the following resolution as of October 26, 1995:

RESOLVED, that the Board of Directors deems it advisable to amend the Corporation’s Certificate of Incorporation to delete the first sentence of Article Ninth in its entirety and to replace it with the following new sentence:

“At all times as any Certificates or Notes are outstanding, the Board of Directors of the Corporation shall include at least two Independent Directors.”

SECOND:                      That in lieu of i meeting and vote of stockholders, the stockholders have given unanimous written consent, as of October 26, 1995, to said amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law.

THIRD:                      That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 and 228 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to be executed by the undersigned individual as of this 24th day of October, 1995.

                  SALLIE MAE FUNDING CORPORATION

Attested: /s/ Lucy C. Weymouth         By: /s/ Denise B. McGlone                                                                           

Lucy C. Weymouth                                                             Denise B. McGlone

Assistant Secretary                                                             President

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SALLIE MAE FUNDING CORPORATION

Sallie Mae Funding Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:                      That the Board of Directors of said corporation, by unanimous written consent, adopted the following resolution as of March 26, 1996:

RESOLVED, that the Board of Directors deems it advisable to amend the Corporation’s Certificate of Incorporation to delete Article FIRST in its entirety and to replace it with the following new Article FIRST:

FIRST:                      The name of the Corporation shall be “SLM Funding Corporation.”

SECOND:                      That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent, as of March 26, 1996, to said amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law.

THIRD:                      That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 and 228 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to be executed by the undersigned individual as of this 26th day of March, 1996.

                  SALLIE MAE FUNDING CORPORATION

Attested: /s/ Lucy C. Weymouth         By: /s/ Denise B. McGlone                                                                           

Lucy C. Weymouth                                                             Denise B. McGlone

Assistant Secretary                                                             President

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CERTIFICATE OF CONVERSION

TO LIMITED LIABILITY COMPANY

OF SLM FUNDING CORPORATION

FIRST:                      SLM FUNDING CORPORATION was incorporated on July 26, 1995 under the laws of the State of Delaware.

SECOND:                      SLM FUNDING CORPORATION was the name of the entity to be converted to a Delaware limited liability company immediately prior to the filing of this Certificate of Conversion to Limited Liability Company.

THIRD:                      The name of the Delaware limited liability company into which SLM FUNDING CORPORATION will be converted is SLM FUNDING LLC,

FOURTH:                      This conversion has been approved in accordance with the provisions of Section 266(b) of the Delaware General Corporation Law, as amended.

FIFTH:                      The conversion shall become effective at 11:59 p.m. eastern standard time on December 31, 2002.

IN WITNESS WHEREOF the undersigned has executed this Certificate of Conversion to Limited Liability Company of SLM FUNDING CORPORATION this 11th day of December, 2002.

/s/ Carol R. Rakatansky                                                                

Carol R. Rakatansky, Assistant Secretary

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CERTIFICATE OF FORMATION

OF

SLM FUNDING LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions of Section 18-201 of the Delaware Limited Liability Company Act hereby certifies that:

FIRST:                      The name of the limited liability company (hereinafter called the “limited liability company”) is SLM FUNDING LLC.

SECOND:                      The address of the registered office and the name and address of the registered agent of the limited liability company required to be maintained in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

THIRD:                      The formation shall become effective at 11:59 p.m. eastern standard time on December 31, 2002.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 11th day of December, 2002.

/s/ Carol R. Rakatansky                                                                

Carol R. Rakatansky, Authorized Person

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STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.           The name of the limited liability company is SLM FUNDING LLC.

2.           The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400, in the City of Wilmington, Zip Code 19808.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company.

By: /s/ Deb Reeves

Authorized Person

Name. Deb Reeves

Print or Type

EX-3.3

Exhibit 3.3

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

SLM FUNDING LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SLM FUNDING LLC, a limited liability company organized pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. Section 18-101, et seq.) (the “Act”), is dated as of January 1, 2003 and is entered into by the Student Loan Marketing Association, a corporation chartered by an act of the United States Congress, as the sole equity member, Domenic A. Borriello (“Springing Member 1”) and Kim E. Luthans (“Springing Member 2”).

PRELIMINARY STATEMENT

SLM Funding Corporation was originally incorporated on July 26, 1995 as a Delaware corporation. On the date of this Agreement, the Company converted, under Delaware law, from a corporation to a limited liability company by filing a Certificate of Conversion and a Certificate of Formation. The purpose of this Agreement is to form SLM Funding LLC (the “Company”) in accordance with the Act and to set out fully the rights, obligations and duties of the Member, Springing Member 1, Springing Member 2, the managers and the officers of the Company. Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to them in Section 34.

Section 1.      Name of the Company. The name of the Company is “SLM Funding LLC” or such other name as the Managers from time to time may determine. The Managers shall cause to be filed on behalf of the Company such assumed or fictitious name or foreign qualification certificate or certificates as from time to time may be required by law.

Section 2.      Principal Business Office. The principal business office of the Company is located at 11600 Sallie Mae Drive, Reston, Virginia 20193, or such other location as may be determined by the Managers.

Section 3.      Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

Section 4.      Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 1980.

Section 5.      Members.

(a)      The name and mailing address of the Member is set forth on Schedule A to this Agreement. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

(b)      Subject to Section 9(j), the Member may act by written consent.

(c)      Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a “Member Cessation Event”), Springing Member 1 shall, without any action of any Person and simultaneously with the occurrence of a Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able or is unwilling to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement upon the admission to the Company. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as a Springing Member 1 or Springing Member 2 shall not be a member of the Company.

(d)      The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective until such successor shall have (i) executed a counterpart to this Agreement and (ii) accepted its appointment as Independent Manager pursuant to Section 10. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should the Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Section 6.      Certificates. Carol R. Rakatansky, as an “authorized person” within the meaning of the Act, has executed, delivered and filed the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an

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Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction where necessary. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

Section 7.      Purposes. Subject to Section 9(j), the purposes of the Company are to engage in the following activities:

(a)      to acquire from time to time, own, hold, sell, assign and pledge and otherwise deal in education loans to students and parents of dependent students, including education loans made under the Federal Family Education Loan Program (“Student Loans”);

(b)      to file one or more registration statements and any pre- or post-effective amendments thereto with the Securities and Exchange Commission with regard to the Trust Securities described below;

(c)      to act as settlor or depositor of one or more trusts (each a “Trust”) formed under a trust agreement, pooling and servicing agreement or other agreement (the “Trust Agreements”) to be entered into by, among others, the Company, the trustee named therein (the “Trustee”) and any entity acting as servicer of the Student Loans, to issue one or more series (any of which series may be issued in one or more classes) of trust certificates (“Certificates”) representing interests in Student Loans and/or to issue pursuant to an indenture or other agreement one or more series (any of which series may be issued in one or more classes) of bonds, notes or other evidences of indebtedness (“Securities”) collateralized by Student Loans and/or other property and to enter into any other agreement in connection with the authorization, issuance, sale and delivery of Certificates and/or Trust Securities, including arrangements for support for any series of Certificates and/or Trust Securities by various forms or credit enhancement;

(d)      to the extent permitted by the applicable indenture, to hold, pledge, finance, transfer or otherwise deal with Trust Securities, including Trust Securities representing a senior interest in Student Loans (“Senior Interests”), representing a subordinated interest in Student Loans (“Subordinated Interests”) or a residual interest in Student Loans (“Residual Interests”);

(e)      to the extent permitted by the applicable indenture, to loan or invest or otherwise apply proceeds from Student Loans, funds received in respect of the Trust Securities, Senior Interests, Subordinated Interests or Residual Interests and any other income, as determined by the Member, in its sole discretion;

(f)      to negotiate, authorize, execute, deliver, assume the obligations under, and perform, any agreement or instrument or document that may be necessary, appropriate or desirable in the furtherance of the activities set forth in clauses (a) through (e) above, including but not

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limited to global securities, definitive form certificates or other forms of notes or certificates, indentures, trust agreements, underwriting agreements, pricing agreements, servicing agreements, custodial agreements, administration agreements, credit enhancement, or other arrangements and any other agreements with administrative, payment or distribution agents, ratings agencies, placement agents, underwriters, trustees or other agents;

(g)      for Federal tax purposes, to serve as a partner of the Trusts; and

(h)      to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing.

The Company shall not engage in any business or activity other than in connection with or relating to the activities described above. The Company, by or through the Member, or any officer on behalf of the Company, may enter into and perform the Basic Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Member or officer to enter into other agreements on behalf of the Company.

Section 8.      Powers of the Company. Subject to Section 9(j), the Company shall have and exercise all powers permitted to limited liability companies formed under the Act which are necessary, convenient or incidental to accomplish its purposes as set forth in Section 7.

Section 9.      Management.

(a)      Board of Managers. Subject to Section 9(j), the business and affairs of the Company shall be managed by or under the direction of a Board of Managers composed of one or more Managers (the “Board”). Subject to Section 10, the Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers, subject in all cases to Section 10. The initial number of Managers shall be four (4), of which two (2) shall be Independent Managers pursuant to Section 10. Each Manager elected, designated or appointed shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation or removal. Managers need not be Members.

(b)      Powers. Subject to Section 9(j), the Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Section 9(j), the Board has the authority to bind the Company.

(c)      Meeting of the Board of Managers. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Managers.

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(d)      Quorum; Acts of the Board. At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be consent thereto in writing, and the writing or ‘writings are filed with the minutes of proceedings of the Board or committee.

(e)      Electronic Communications. Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or any committee, by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

(f)      Committees of Managers.

(i)      The Board, by resolution passed by a majority of the whole Board, may designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

(ii)      In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

(iii)      Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board, in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

(g)      Compensation of Managers; Expenses. The Managers shall not receive any compensation, though Managers may be paid their expenses, if any, of serving as manager, which may be a fixed sum per annum. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

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(h)      Removal of Managers. Unless otherwise restricted by law, any Manager or the entire Board may be removed, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal may be filled by action of the Member.

(i)      Managers as Agents. To the extent of their powers set forth in this Agreement and subject to Section 9(j), the Managers are agents of the Company for the purpose of the Company’s business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company.

(j)      Limitations on the Company’s Activities.

(i)      This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “qualified special purpose entity” for the purpose of the transactions contemplated by the Trust Agreements.

(ii)      Subject to this Section 9(j), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31, provided, however, that so long as any Trust Securities are outstanding, neither the Member nor the Company shall amend, alter, change or repeal the definition of “Independent Manager” or Sections 5(b), 5(c), 5(d), 7, 8, 9, 10, 16, 20(f), 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, or 34 of this Agreement (the “Special Purpose Provisions”) without (A) the unanimous written consent of the Board (including the Independent Managers), (B) the consent of the Trustee of the Trust Securities and (C) meeting the Rating Agency Condition. In the event of any conflict between any of the Special Purpose Provisions and any other provision of this or any other document governing the formation, management or operation of the Company, the Special Purpose Provisions shall control.

(iii)      Notwithstanding any other provision of this Agreement or any other document governing the formation, management or operation of the Company, and any provision of law that otherwise so empowers the Company, the Member, the Board, or any Officer or other Person, and for so long as the Trusts Securities are outstanding, neither the Member nor the Board, any Officer or other Person shall be authorized or empowered, nor shall they permit the Company to, and the Company shall not, without the prior unanimous written consent of the Member and the Board (including the Independent Managers), take any Material Action, provided the Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Managers then serving in such capacity.

(iv)      So long as any Trust Securities are outstanding, the Board and the Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory), provided the Company shall not be required to preserve any such right if: (A) the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Company and the holders of the Trust Securities and (B) the Rating Agency Condition is satisfied. So long as any Trust Securities are outstanding, the Board also shall cause the Company to and the Company shall:

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(A)      maintain its own separate books and records and bank accounts;

(B)      at all times hold itself out to the public as a legal entity separate from the Member and any other Person, and strictly comply with all organizational formalities to maintain its separate existence;

(C)      have a Board composed differently from that of the Member;

(D)      correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Company;

(E)      maintain adequate capital and a sufficient number of employees, if any employees are so needed, in light of its contemplated business purposes, transactions and liabilities;

(F)      cause its Board to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;

(G)      not acquire any obligations or securities of the Member or an Affiliate;

(H)      file its own tax returns, if any, as may be required under applicable law, and pay any taxes so required to be paid under applicable law;

(I)      not commingle its assets with assets of any other Person except in connection with the customary operation of such cash management system as Sallie Mae, Inc. (“Sallie Mae”) may from time to time in the ordinary course of business implement, provided any such cash management system shall be operated such that all transfers of funds are properly documented and the respective assets and liabilities of Sallie Mae and the Company are ascertainable at all times, for Sallie Mae and its consolidated subsidiaries;

(J)      conduct its business in its own name;

(K)      maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person;

(L)      pay its Own liabilities and expenses only out of its own funds;

(M)      maintain an arm’s length relationship with unaffiliated parties, and not enter into any transaction with an Affiliate of the Company except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction;

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(N)      pay the salaries of its own employees, if any;

(O)      not hold out its credit or assets as being available to satisfy the obligations of any other Person nor pledge its assets for the benefit of any other Person;

(P)      allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including and for services performed by an employee of an Affiliate;

(Q)      use separate stationery, invoices and checks bearing its own name; and

(R)      cause the Managers, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company.

Failure of the Company, or the Member or the Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Managers.

(v)      So long as any Trust Securities are outstanding, the Board shall not cause or permit the Company to, and the Company shall not:

(A)      guarantee or become obligated for any debts or obligations of any other Person, including any Affiliate;

(B)      engage, directly or indirectly, in any business other than that required or permitted to be performed under Section 7 or this Section 9(j);

(C)      incur, create or assume any indebtedness, except for indebtedness incurred in the ordinary course of its business and except to the extent permitted under Section 7;

(D)      except as provided under Section 7, make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person;

(E)      form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; provided the Company may hold ownership interests in the Trusts;

(F)      sell, pledge, transfer, assign or otherwise convey the interest of the Member in the Company, other than as a part of the federally-mandated wind-down of the Member;

(G)      to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the Company’s business; or

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(H)      buy or hold evidence of indebtedness issued by any other Person, other than cash, investment-grade securities, or Student Loans.

(vi)      Without the consent of the Independent Managers, neither the Company, the Member, nor any other Person on behalf of the Company shall have the authority to:

(A)      confess a judgment against the Company;

(B)      knowingly perform any act that would subject (1) the Member to liabilities of the Company in any jurisdiction or the Company to liabilities of the Member or (2) the Company to taxation as a corporation under relevant provisions of the Code; and

(C)      take any Material Action, notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company or the Member.

Section 10.      Independent Manager. As long as any Trust Securities are outstanding, the Member shall cause the Company at all times to have at least two (2) Independent Managers meeting the qualifications described in the definition of Independent Manager in Section 34, who will be appointed by the Member. To the fullest extent permitted by Section 18-1101(c) of the Act, an Independent Manager shall consider only the interests of the Company, and its creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have (i) accepted his or her appointment by a written instrument, and (ii) executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All rights, powers and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, the Independent Managers shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for an Affiliate.

Section 11.      Officers.

(a)      Officers. The Officers of the Company shall be chosen by the Board and shall consist of a President, a Secretary and a Treasurer, and any other officers the Board may designate. Any number of offices may be held by the same person. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer elected or appointed by the Board may be removed at any time, with or without cause by the affirmative vote of a majority of the Board. Any vacancy occurring in any office of the Company shall be filled by the Board.

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(b)      President The President shall be the chief executive officer of the Company and shall oversee and carry out the day to day business of the Company. In the absence of the President or in the event of the President’s inability to act, any Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

(c)      Treasurer. The Treasurer shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The Treasurer shall have the custody of the Company’s funds and securities. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board, the President or the Treasurer. The Treasurer shall disburse the funds of the Company as may be ordered by the Board or the President and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of the financial condition of the Company. In the absence of the Treasurer, any Assistant Treasurer shall have the authority to carry out the duties of the Treasurer and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.

(d)      Secretary. The Secretary shall attend all meetings of the Board and all meetings of the Members, if any, and record the proceedings of such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Members, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Secretary is authorized to certify to the Company’s documents, officers and Members. In the absence of the Secretary, any Assistant Secretary shall have the authority to carry out the duties of the Secretary and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

(e)      Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business, and, subject to Section 9(j), the actions of the Officers taken in accordance with such powers shall bind the Company.

(f)      Duties of Board and Officers. Unless otherwise provided herein, each Manager and Officer shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware.

Section 12.      Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member, Manager or Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Manager or Officer of the Company.

Section 13.      Capital Contributions. The Member has contributed the contribution to the Company listed on Schedule A attached to this Agreement and has received the membership interest percentage shown on Schedule A.

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Section 14.      Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company at any time. To the extent that the Member makes an additional capital contribution to the Company, the Member shall revise Schedule A of this Agreement. The provisions of this Agreement, including this Section 14, are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 15.      Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

Section 16.      Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18.607 of the Act or any other applicable law or the Trust Agreements.

Section 17.      Right to Examine Books and Records. The Board shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Board. Each Member and its duly authorized representatives shall have the right to examine the Company’s books, records and documents during normal business hours. The Company, and the Board on behalf of the Company, shall not have the right to keep confidential from the Member any information that the Board would otherwise be permitted to keep confidential from the Member pursuant to Section 18-305(c) of the Act. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor shall be an independent public accounting firm selected by the Member.

Section 18.      Fiscal Year. The Company’s fiscal year shall run from January 1st to December 31st in each respective year.

Section 19.      Other Business. The Member, the Special Member and any Affiliate of the Member or Special Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 20.      Exculpation and Indemnification.

(a)      No Member, Officer, Manager, employee or agent of the Company and no employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

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(b)      To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions, provided any indemnity under this Section 20 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

(c)      To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 20.

(d)      A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto, to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(f)      The foregoing provisions of this Section 20 shall survive any termination of this Agreement.

Section 21.      Assignment. Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective

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immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement.

Section 22.      Resignation. So long as any Trust Securities are outstanding, the Member may not resign, except if (a) the Rating Agency Condition is satisfied and (b) an additional member of the Company is admitted to the Company in accordance with Section 23, which admission shall be deemed effective immediately prior to the resignation of the Member. Immediately the admission of such new member, the resigning Member shall cease to be a member of the Company.

Section 23.      Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member. An additional member of the Company may be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.

Section 24.      Dissolution.

(a)      Subject to Section 9(j), the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) an event which results in the termination of the membership of all of the Members of the Company unless the business of the Company is continued in a manner permitted by the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b)      The bankruptcy (as defined in Section 18-101(1) of the Act) of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(c)      Notwithstanding any provision of this Agreement, (i) the Bankruptcy of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company, and, upon the occurrence of such an event, the Company shall continue without dissolution, and (ii) the Member and the Special Member each waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or a Special Member, or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company.

(d)      In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority set forth in Section 18-804 of the Act.

Section 25.      Nature of Interest. The interest of the Members in the Company is personal property.

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Section 26.      No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of any Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.

Section 27.      Severability of Provisions; Headings. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, enforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. The sections headings are for reference only and shall not affect the interpretation of this Agreement.

Section 28.      Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

Section 29.      Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 30.      Amendments. Subject to Section 9(j), this Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

Section 31.      Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

Section 32.      Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at then address in Section 2, (b) in the case of a Member, to such Member at its address as listed on Schedule A attached to this Agreement, or at such other address as may be designated by written notice by a party to the other parties.

Section 33.      Tax Characterization. It is the intention of the Member that the Company be treated as an entity disregarded as an entity separate from its owner for federal income tax purposes in accordance with Section 301.7701-3 of the Treasury Regulations, and for all relevant state tax purposes, but for no other purposes. The Member shall take all reasonable steps to cause the Company to be a disregarded entity for such purposes, and shall not take any action that would cause the Company not to be a disregarded entity.

Section 34.      Definitions. The defined terms used in this Agreement have the meanings ascribed to them below. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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“Act” is defined in the introductory paragraph.

“Affiliate” means, with respect to a specified Person, (i) any Person that directly or indirectly controls or is controlled by or is under common Control with the specified Person, and (ii) any Person that is an officer of, general partner in or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, general partner or trustee, or with respect to which the specified Person serves in a similar capacity.

“Agreement” means this Limited Liability Company Operating Agreement, including all Exhibits and Schedules attached hereto, as it may be amended from time to time.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Basic Documents” means this Agreement, the loan documents relating to the Student Loans, each indenture delivered in connection with any Trust Securities, each other document or certificate which is defined as “Basic Document” under the indenture and all documents and certificates contemplated thereby or delivered in connection therewith.

“Board” means the Board of Managers.

“Certificate of Formation” means the Certificate of Formation of the Company as filed with the Secretary of State of the State of Delaware, as it may be amended from time to time.

“Certificates” is defined in Section 7.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” is defined in the introductory paragraph.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” have correlative meanings.

“Covered Persons” is defined in Section 20.

“Independent Manager” means a natural person who, for the five-year period prior to his or her appointment as Independent Manager has not been, and is not at the time of such appointment or during the continuation of his or her service as Independent Manager, any of the following: (i) an employee, director, stockholder, member, partner, attorney or counsel, or officer of the Company, the Member or any of their Affiliates (other than as an Independent Manager of the Company); (ii) is not a customer or supplier or creditor or other person who derives any of its purchases or revenues from its activities with the Company, the Member, or any of their Affiliates; or (iii) any member of the immediate family of or Person controlling or under common control with any person excluded from serving as Independent Manager in (i) or (ii). As used in this definition, the term “control” means the possession, directly or indirectly, of the power of the manager to cause the direction of management, policies, or activities of a Person, whether through ownership of voting securities, by contract or otherwise. A natural person who satisfies the foregoing definition other than in part (ii) above shall not be disqualified from serving as Independent Manager of the Company if such individual is an independent manager provided by a nationally recognized company that provides professional independent directors and it also provides other corporate services in the ordinary course of its business. A natural person who otherwise satisfies the foregoing definition except for being the independent manager of a “special purpose entity” affiliated with the Company that does not own a direct or indirect equity interest hi the Company or any co-borrower shall not be disqualified from serving as an Independent Manager of the Company if such individual is at the time of the initial appointment, or at any time while serving as an Independent Manager of the Company, an independent manager or director of a “special purpose entity” affiliated with the Company (other than any entity that owns a direct or indirect interest in the Company or in any co-borrower) if such individual is an independent manager or director provided by a nationally-recognized company that provides professional independent directors or managers. For purposes of this paragraph, a “special purpose entity” is an entity whose organizational documents contain restrictions on its activities and impose requirements intended to preserve the Company’s separateness that are substantially similar to those of the Company, as applicable, and provide, inter alia, that it: (a) is organized for the limited purpose of owning and operating one or more Trusts or of being the general partner or member of a special purpose entity organized for the limited purpose of owning and operating one or more Trusts; (b) has restrictions on its ability to incur indebtedness, dissolve, liquidate, consolidate, merge and/or sell assets; (c) may not file voluntarily a bankruptcy petition either on its own behalf or, if it is a general partner or member of a special purpose entity organized for the limited purpose of owning or operating one or more Trusts, on behalf of such entity, without the consent of an independent manager or director and (d) shall conduct itself and, if it is a general partner or member of a special purpose entity organized for the limited purpose of owning and operating one or more Trusts, cause such entity to conduct itself, in accordance with the certain “separateness covenants,” including, but not limited to, the maintenance of its books, records, bank accounts and assets separate from those of any other person or entity.

16

“Managers” means the Persons elected to the Board of Managers from time to time by the Member, including the Independent Managers, in their capacity as managers of the Company. A Director is hereby designated as a “manager” of the Company within the meaning of Section 18-101(10) of the Act.

“Material Action” means to file any insolvency, or reorganization case, or proceeding, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due, or, to take action in furtherance of any of the foregoing.

“Member” means the Student Loan Marketing Association, the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Member” shall not include the Special Member or the Springing Members.

“Member Cessation Event” is defined in Section 5.

“Officers” means an officer of the Company described in Section 11.

“Person” means any individual, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association, and the heirs, executors, administrators, legal representatives, successors and assigns of the “Person” when the context so permits.

“Rating Agency Condition” means, with respect to any action, that each rating agency then rating any Trust Securities shall have been given ten days prior notice of such action and that each of the rating agencies then rating the Trust Securities shall have notified the Company in writing that such action will not result in a reduction or withdrawal, downgrade or qualification of the then current rating by such rating agency of any Trust Securities.

“Residual Interests” is defined in Section 7.

“Sallie Mae” is defined in Section 9(j).

“Securities” is defined in Section 7.

“Senior Interests” is defined in Section 7.

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Springing Member 1 or Springing Member 2, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

17

“Special Purpose Provisions” has the meaning set forth in Section 9(j).

“Springing Member” means Springing Member 1 or Springing Member 2.

“Springing Member 1” is defined in the introductory paragraph.

“Springing Member 2” is defined in the introductory paragraph.

“Student Loans” is defined in Section 7.

“Subordinated Interests” is defined in Section 7.

“Trust” is defined in Section 7.

“Trust Agreements” is defined in Section 7.

“Trust Securities” means any Securities issued by any Trust.

18

IN WITNESS WHEREOF, this Limited Liability Company Operating Agreement of SLM Funding LLC has been executed by its sole member, the Student Loan Marketing Association, as of the date set forth above.

MEMBER:

STUDENT LOAN MARKETING ASSOCIATION

By:           /s/ John F. Remondi                                                                

John F. Remondi

Executive Vice President and Chief Financial Officer

19

SCHEDULE A

Name and Address of Member	Contribution	Number of Units	Percentage Interest
Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193	All of its stock in the Company pre-conversion	1,000	100%

20

EX-3.4

Exhibit 3.4

CERTIFICATE OF FORMATION

OF

SLM EDUCATION CREDIT FUNDING LLC

This Certificate of Formation is being executed by the undersigned for the purpose of forming a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act.

1.           The name of the limited liability company is SLM Education Credit Funding LLC.

2. The address of the registered office of the limited liability company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

3. The name and address of the registered agent of the limited liability company for service of process in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 22nd day of July, 2002.

/s/ Carol R. Rakatansky

Carol R. Rakatansky, Authorized Officer

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 07/22/2002

020465893 - 3549967

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.           The name of the limited liability company is __________________________________

___________________SLM EDUCATION CREDIT FUNDING LLC____________________________________________.

2.           The Registered Office of the limited liability company in the State of Delaware is changed to  2711 Centerville Road, Suite 400_____________________________________

____________________(street), in the City of Wilmington_____________________, Zip Code  19808__________. The name of the Registered Agent at such address

upon whom process against this limited liability company may be served is Corporation Service Company_________________________________________________________.

By:      /s/ Deb Reeves

Authorized Person

Name:  Deb Reeves

              Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:21 PM 06/14/2013

FILED 04:09 PM 06/14/2013

SRV 130778943 - 3549967 FILE

EX-3.5

Exhibit 3.5

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

SLM EDUCATION CREDIT FUNDING, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SLM EDUCATION CREDIT FUNDING, LLC, a limited liability company organized pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. Section 18-101, et .seq.) is entered into by SLM Education Credit Management Corporation, a corporation organized and existing under the laws of the State of Delaware, as the sole member (the “Member”) and Domenic A. Borriello (“Springing Member 1”) and Kim E. Luthans (“Springing Member 2”).

PRELIMINARY STATEMENT

The purpose of this Agreement is to form SLM Education Credit Funding, LLC (the “Company”) in accordance with the Act and to set out fully the rights, obligations and duties of the Member, Springing Member 1, Springing Member 2, the Managers and the Officers of the Company.

NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Member, Springing Member 1 and Springing Member 2 hereby agree and state as follows:

Section 1.      Name of the Company. The name of the Company shall be “SLM Education Credit Funding, LLC” or such other name as the Managers may from time to time determine. The Managers are hereby authorized to file on behalf of the Company such corporate, assumed or fictitious name or foreign qualification certificate or certificates as may from time to time be required by law.

Section 2.      Principal Business Office. The principal business office of the Company shall be located at 20 Hemingway Drive, East Providence, Rhode Island 02915, or such other location as may hereafter be determined by the Managers.

Section 3.      Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, County of New Castle 19801.

Section 4.      Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, County of New Castle 19801.

Section 5.      Members.

a.      The name and the mailing address of the Member is set forth on Schedule A attached hereto.

b.      Subject to Section 9j, the Member may act by written consent.

c.      Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a “Member Cessation Event”), Springing Member 1 shall, without any action of any Person and simultaneously with the occurrence of a Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able or is unwilling to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement upon the admission to the Company. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as a Springing Member 1 or Springing Member 2 shall not be a member of the Company.

d.      The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective until such successor shall have (i) executed a counterpart to this Agreement and (ii) accepted its appointment as Independent Manager pursuant to Section 10. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should it become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Section 6.      Certificates. Carol R. Rakatansky, as an “authorized person” within the meaning of the Act, has executed, delivered and filed the Certificate of Formation with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in the State of Rhode Island and in any other jurisdiction in which the Company may wish to conduct business. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

Section 7.      Purposes.

Subject to Section 9j, the purposes of the Company, for so long as any Trust Securities are outstanding, are to engage in the following activities:

a.      to file one or more registration statements on Form S-1 or Form S-3 and any pre-or post-effective amendments thereto with the Securities and Exchange Commission with regard to the Trust Securities described below;

b.      to acquire from time to time, own, hold, sell, assign, pledge and otherwise deal in education loans to students and parents of dependent students, including private education loans and education loans made under the Federal Family Education Loan Program (“Student Loans”);

c.      to act as settlor or depositor of one or more trusts (each a “Trust”) formed under a trust agreement, pooling and servicing agreement or other agreement (the “Trust Agreements”) to be entered into by, among others, the Company, the trustee named therein (the “Trustee”) and any entity acting as servicer of the Student Loans, to issue one or more series (any of which series may be issued in one or more classes) of trust certificates (“Certificates”) representing interests in Student Loans and/or to issue pursuant to an indenture or other agreement one or more series (any of which series may be issued in one or more classes) of bonds, notes or other evidences of indebtedness (“Securities”) collateralized by Student Loans and/or other property and to enter into any other agreement in connection with the authorization, issuance, sale and delivery of Certificates and/or Trust Securities, including arrangements for support for any series of Certificates and/or Trust Securities by various forms or credit enhancement;

d.      to the extent permitted by the Indenture, to hold, pledge, finance, transfer or otherwise deal with Trust Securities, including Trust Securities representing a senior interest in Student Loans (“Senior Interests”), representing a subordinated interest in Student Loans (“Subordinated Interests”) or a residual interest in Student Loans (“Residual Interests”);

e.      to the extent permitted by the Indenture, to loan or invest or otherwise apply proceeds from Student Loans, funds received in respect of the Trust Securities, Senior Interests, Subordinated Interests or Residual Interests and any other income, as determined by the Member, in its sole discretion;

f.      to negotiate, authorize, execute, deliver, assume the obligations under, and perform, any agreement or instrument or document that may be necessary, appropriate or desirable in the furtherance of the activities set forth in clauses (a) through (e) above, including but not limited to global securities, definitive form certificates or other forms of notes or certificates, indentures, trust agreements, underwriting agreements, pricing agreements, servicing agreements, custodial agreements, administration agreements, credit enhancement, or other arrangements and any other agreements with administrative, payment or distribution agents, ratings agencies, placement agents, underwriters, trustees or other agents;

g.      for Federal tax purposes, to serve as a partner of the Trusts; and

h.      to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing. The Company shall not engage in any business or activity other than in connection with or relating to the activities described above.

The Company, by or through the Member, or any officer on behalf of the Company, may enter into and perform the Basic Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Member or officer to enter into other agreements on behalf of the Company.

Section 8.      Powers. Subject to Section 9j, the Company shall have and exercise all powers permitted to limited liability companies formed under the Act which are necessary, convenient or incidental to accomplish its purposes, as set forth in Section 7.

Section 9.      Management.

a.      Board of Managers. Subject to Section 9j, the business and affairs of the Company shall be managed by or under the direction of a Board of Managers composed of one or more Managers (the “Board”). Subject to Section 10, the Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers, subject in all cases to Section 10. The initial number of Managers shall be four (4), of which two (2) shall be Independent Managers pursuant to Section 10. Each Manager elected, designated or appointed shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation or removal. Managers need not be Members.

b.      Powers. Subject to Section 9j, the Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Section 9j, the Board has the authority to bind the Company.

c.      Meeting of the Board of Managers. The Board may hold meetings, both regular and special, within or outside the State of Delaware.  Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Managers.

d.      Quorum; Acts of the Board. At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

e.      Electronic Communications. Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or any committee, by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

f.      Committees of Managers.

(i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

(ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

(iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

g.      Compensation of Managers; Expenses. The Managers shall not receive any compensation, though Managers may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

h.      Removal of Managers. Unless otherwise restricted by law, any Manager or the entire Board may be removed, with or without cause, at any time by the Member; and, subject to Section 10, any vacancy caused by any such removal may be filled by action of the Member.

i.      Managers as Agents. To the extent of their powers set forth in this Agreement and subject to Section 9j, the Managers are agents of the Company for the purpose of the Company’s business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company.

j.      Limitations on the Company’s Activities.

(i) This Section 9j is being adopted in order to comply with certain provisions required in order to qualify the Company as a “qualified special purpose entity” for the purpose of the transactions contemplated by the Trust Agreements.

(ii) Subject to this Section 9j, the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31, provided, however, that so long as any Trust Securities are outstanding, neither the Member nor the Company shall-amend, alter, change or repeal the definition of “Independent Manager” or Sections 5(b), 5(c), 5(d), 7, 8, 9, 10, 16, 20(f), 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, or 34 of this Agreement (the “Special Purpose Provisions”) without (1) the unanimous written consent of the Board (including the Independent Managers), (2) the consent of the Trustee of the Trust Securities and (3) meeting the Rating Agency Condition. In the event of any conflict between any of the Special Purpose Provisions and any other provision of this or any other document governing the formation, management or operation of the Company, the Special Purpose Provisions shall control.

(iii) Notwithstanding any other provision of this Agreement or any other document governing the formation, management or operation of the Company, and any provision of law that otherwise so empowers the Company, the Member-, the Board, or any Officer or other Person, and

for so long as the Trusts Securities are outstanding, neither the Member nor the Board, any Officer or other Person shall be authorized or empowered, nor shall they permit the Company to, and the Company shall not, without the prior unanimous written consent of the Member and the Board (including the Independent Managers), take any Material Action, provided, however, that the Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Managers then serving in such capacity.

(iv) So long as any Trust Securities are outstanding, the Board and the Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory); provided, however, that the Company shall not be required to preserve any such right if: (A) the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Company and the holders of the Trust Securities and (B) the Rating Agency Condition is satisfied. So long as any Trust Securities are outstanding, the Board also shall cause the Company to and the Company shall:

(A) maintain its own separate books and records and bank accounts;

(B) at all times hold itself out to the public as a legal entity separate from the Member and any other Person, and strictly comply with all organizational formalities to maintain its separate existence;

(C) have a Board composed differently from that of the Member and any other Person;

(D) correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Company;

(E) maintain adequate capital and a sufficient number of employees, if any employees are so needed, in light of its contemplated business purposes, transactions and liabilities;

(F) cause its Board to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;

(G) not acquire any obligations or securities of the Member or an Affiliate;

(H) file its own tax returns, if any, as may be required under applicable law, ,and pay any taxes so required to be paid under applicable law;

(I) not commingle its assets with assets of any other Person except in connection with the customary operation of such cash management system as Sallie Mae, Inc. (“Sallie Mae”) may from time to time in the ordinary course of business implement (provided, that any such cash management system shall be operated such that all transfers of funds are properly documented and the respective assets and liabilities of Sallie Mae and the Company are ascertainable at all times) for Sallie Mae and its consolidated subsidiaries;

(J) conduct its business in its own name;

(K) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person;

(L) pay its own liabilities and expenses only out of its own funds;

(M) maintain an arm’s length relationship with unaffiliated parties, and not enter into any transaction with an Affiliate of the Company except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction;

(N) pay the salaries of its own employees, if any;

(O) not hold out its credit or assets as being available to satisfy the obligations of any other Person nor pledge its assets for the benefit of any other Person;

(P) allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including and for services performed by an employee of an affiliate;

(Q) use separate stationery, invoices and checks bearing its own name; and

(R) cause the Managers, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company.

Failure of the Company, or the Member or the Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Managers.

(v) So long as any Trust Securities are outstanding, the Board shall not cause or permit the Company to and the Company shall not:

(A) guarantee or become obligated for any debts or obligations of any other Person, including any Affiliate;

(B) engage, directly or indirectly, in any business other than that required or permitted to be performed under Section 7 or this Section 9j;

(C) except as provided under Section 7, incur, create or assume any indebtedness other than any indebtedness incurred in the ordinary course of its business;

(D) except as provided under Section 7, make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person;

(E) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; provided that the Company may hold ownership interests in the Trusts;

(F) sell, pledge, transfer, assign or otherwise convey the interest of the Member of the Company;

(G) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the Company’s business; or

(H) buy or hold evidence of indebtedness issued by any other Person (other than cash, investment-grade securities, or Student Loans).

(vi) Without the consent of the Independent Managers, neither the Company, the Member, nor any other Person on behalf of the Company shall have the authority to:

(A) confess a judgment against the Company;

(B) knowingly perform any act that would subject (1) the Member to liabilities of the Company in any jurisdiction or the Company to liabilities of the Member or (2) the Company to taxation as a corporation under relevant provisions of the Code; and

(C) take any Material Action, notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company or the Member.

Section 10.      Independent Manager. As long as any Trust Securities are outstanding, the Member shall cause the Company at all times to have at least two (2) Independent Managers meeting the qualifications described in the definition of Independent Manager in Section 34 below, who will be appointed by the Member. To the fullest extent permitted by Section 18-1101(c) of the Act, an Independent Manager shall consider only the interests of the Company, and its creditors, in acting or otherwise voting on the matters referred to in Section 9j(iii). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have (i) accepted his or her appointment by a written instrument, and (ii) executed a counterpart to this Agreement as required by Section 5c. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All rights, powers and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, the Independent Managers shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for an Affiliate.

Section 11.      Officers.

a.      Officers. The initial officers of the Company shall be designated by the Member. The additional or successor officers of the Company shall be appointed by the Board and shall consist of a President, a Secretary, a Treasurer and such other officers as the Board may appoint (collectively, the “Officers”). The Board may also appoint any number of Vice Presidents, Assistant Secretaries, and Assistant Treasurers. Any number of offices may be held by the same person. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Board. The Officers of the Company shall hold office for such terms and shall exercise such powers and perform such duties for such time as determined by the Board or, until their successors are chosen and qualified. Any Officer elected or appointed by the Board may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board. Any vacancy occurring in any office of the Company shall be filled by the Board.

b.      President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the Member, if any, and of the Board. The President shall be responsible for the general and active management of the business of the Company, under the management and direction of the Board, and shall see that all orders and resolutions of the Board are carried into effect. In the absence of the President or in the event of the President’s inability to act, any Vice Presidents, if any, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

c.      Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be authorized by the Board. The Treasurer shall disburse the funds of the Company as may be authorized by the Board, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of

all of transactions and of the financial condition of the Company. In the absence of the President and Vice President, if any, or in the event of the President’s or Vice President’s inability to act, the Treasurer shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. In the absence of the Treasurer or in the event of the Treasurer’s inability to act, the Assistant Treasurer, if any, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.

d.      Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and all meetings of the Member, if any, and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. In the absence of the Secretary or in the event of the Secretary’s inability to act, the Assistant Secretary, if any, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary.

e.      Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business, and, subject to Section 9j, the actions of the Officers taken in accordance with such powers shall bind the Company.

f.      Duties of Board and Officers. Except to the extent otherwise provided herein, each Manager and Officer shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware.

Section 12.      Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither any Member nor any Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager of the Company.

Section 13.      Capital Contributions. The Initial Member is hereby deemed admitted as the Member of the Company upon the execution and delivery of this Agreement. The Initial Member has contributed the amount of cash to the Company listed on Schedule A attached hereto.

Section 14.      Additional Contributions. The Initial Member is not required to make any additional capital contribution to the Company other than as set forth on Schedule A hereto. However, the Member may make additional capital contributions to the Company at any time upon the written consent of such Member, and upon such contribution, the Member shall revise Schedule A. The provisions of this Agreement, including this Section 14, are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 15.      Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

Section 16.      Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law or the Trust Agreements.

Section 17.      Books and Records. The Board shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Board. Each Member and its duly authorized representatives shall have the right to examine the Company’s books, records and documents during normal business hours. The Company, and the Board on behalf of the Company, shall not have the right to keep confidential from the Member any information that the Board would otherwise be permitted to keep confidential from the Member pursuant to Section 18-305(c) of the Act. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor shall be an independent public accounting firm selected by the Member.

Section 18.      Reports.

a.      The Company’s fiscal year shall run from January to December 31st in each respective year.

b.      Within 60 days after the end of each fiscal quarter, the Board shall cause to be prepared an unaudited report setting forth as of the end of such fiscal quarter:

(i) (unless such quarter is the last fiscal quarter, a balance sheet of the Company; and

(ii) unless such quarter is the last fiscal quarter, an income statement of the Company for such fiscal quarter.

c.      The Board shall use diligent efforts to cause to be prepared and mailed to the Member, within 120 days after the end of each fiscal year, an unaudited report setting forth as of the end of such fiscal year:

(i) a balance sheet of the Company;

(ii) an income statement of the Company for such fiscal year; and

(iii) a statement of such Member’s capital account.

d.      The Board shall, after the end of each fiscal year, use reasonable efforts to cause the Company’s independent accountants to prepare and transmit to each Member as promptly as such tax information as may be reasonably necessary to enable such Member to prepare its federal, state and local income tax returns relating to such fiscal year.

Section 19.      Other Business. The Member, the Special Member and any Affiliate of the Member or Special Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 20.      Exculpation and Indemnification.

a.      No Member, Officer, Manager, employee or agent of the Company and no employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

b.      To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

c.      To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 20.

d.      A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other

Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

e.      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

f.      The foregoing provisions of this Section 20 shall survive any termination of this Agreement.

Section 21.      Assignments.

a.      Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

b.      Notwithstanding anything to the contrary contained in this Agreement for so long as any Trust Securities remain outstanding, the Company shall have one (1) and only one member.

Section 22.      Resignation. So long as any Trust Securities is outstanding, the Initial Member may not resign unless the Rating Agency Condition is satisfied. A Member (other than the Initial Member) may resign from the Company with the written consent of the Initial Member. If a Member is permitted to resign pursuant to this Section 22, an additional member of the Company may be admitted to the Company, subject to Section 23, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

Section 23.      Admission of Additional Members and Transfer of Indirect Interests.

a.      One or more additional members of the Company may be admitted to the Company with the written consent of the Member, provided that, notwithstanding the foregoing, so long as any Trust Securities remain outstanding, no additional Member may be admitted to the Company, other than pursuant to Sections 5(c) or 24, unless (1) there is a transfer of 100% of the limited liability company interest to a single Person, (2) an acceptable nonconsolidation opinion is delivered to the trustee of the Trust Securities and to each nationally-recognized rating agency rating any of the Trust Securities (each a “Rating Agency”) concerning, as applicable, the Company, the new transferee and/or their respective owners, and (3) the Rating Agency Condition is satisfied.

b.      No transfer of any indirect ownership interest in the Company may be made such that the transferee owns, in the aggregate with the ownership interests of its Affiliates and family members, more than a 49% indirect interest in the Company unless (1) an acceptable nonconsolidation opinion is delivered to the holder of the Student Loan and to each Rating Agency concerning, as applicable, the Company, the new transferee and/or their respective owners, and (2) the Rating Agency Condition is satisfied.

Section 24.      Dissolution.

a.      Subject to Section 9j, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the retirement, resignation or, dissolution or termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of a Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (1) to continue the Company and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

b.      Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

c.      Notwithstanding any other provision of this Agreement, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or Special Member, or the occurrence of an event that causes the Member or Special Member to cease to be a member of the Company.

d.      In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority set forth in Section 18-804 of the Act.

Section 25.      Waiver of Partition; Nature of Interest. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, the Member, the Springing Members, any Special Member and any additional member admitted to the Company hereby irrevocably waive any right or power that such Member might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. No Member shall have any interest in any specific assets of the Company, and no Member shall have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The interest of the Members in the Company is personal property.

Section 26.      Benefits of Agreement; No Third-Party Rights. Except for the Company, its successors or assigns with respect to the Special Purpose Provisions, (1) none of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of any Member or Special Member and (2) nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in Section 28. The trustee for the Trust Securities, its successors or assigns are intended third-party beneficiaries of this Agreement and may enforce the Special Purpose Provisions.

Section 27.      Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

Section 28.      Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

Section 29.      Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement, including, without limitation, the Special Purpose Provisions, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by each Independent Manager, in accordance with its terms.

Section 30.      Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 31.      Amendments. Subject to Section 9j, this Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member. Notwithstanding anything to the contrary in this Agreement, so long as any Trust Securities are outstanding, this Agreement may not be modified, altered, supplemented or amended unless the Rating Agency Condition is satisfied, except: (i) to cure any ambiguity or (ii) to correct or supplement any provision in a manner consistent with the intent of this Agreement.

Section 32.      Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

Section 33.      Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at the address in Section 2, (b) in the case of a Member, to such Member at its address as listed on Schedule A attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

Section 34.      Definitions. The defined terms used in this Agreement shall have the meanings specified below:

“Act” means the Delaware Limited Liability Company Act.

“Affiliate” means, with respect to a specified Person, (i) any Person that directly or indirectly controls or is controlled by or is under common Control with the specified Person, and (ii) any Person that is an officer of, general partner in or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, general partner or trustee, or with respect to which the specified Person serves it a similar capacity.

“Agreement” means this Limited Liability Company Operating Agreement, including all Exhibits and Schedules attached hereto, as it may be amended from time to time.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver

or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Section 18-101(1) and 18-304 of the Act.

“Basic Documents” means this Agreement, the loan documents relating to the Student Loans, each Indenture delivered in connection with any Trust Securities, each other document or certificate which is a “Basic Document” under the Indenture as defined therein and all documents and certificates contemplated thereby or delivered in connection therewith.

“Board” means the Board of Managers.

“Certificate of Formation” means the Certificate of Formation of the Company as filed with the Secretary of State of the State of Delaware, as the same may be amended from time to time.

“Certificates” has the meaning set forth in Section 7.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set for in the preliminary statement.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings.

“Covered Persons” has the meaning set forth in Section 20.

“Independent Manager” means an individual who, for the five-year period prior to his or her appointment as Independent Manager has not been, and is not at the time of such appointment or during the continuation of his or her service as Independent Manager, any of the following: (i) an employee, director, stockholder, member, partner, attorney or counsel, or officer of the Company, the Member or any of their Affiliates (other than-as an Independent Manager of the Company); (ii) is not a customer or supplier or creditor or other person who derives any of its purchases or revenues from its activities with the Company, the Member, or any of their Affiliates; or (iii) any member of the immediate family of or Person controlling or under common control with any person excluded from serving as Independent Manager in (i) or (ii). As used in this definition, the term “control” means the possession, directly or indirectly, of the power of the manager to cause the direction of management, policies, or activities of a Person, whether through ownership of voting securities, by contract or otherwise. A natural person who satisfies the foregoing definition other than in part (ii) above shall not be disqualified from serving as Independent Manager of the Company if such individual is an independent director provided by a nationally recognized company that provides professional independent directors and it also provides other corporate services in the ordinary course of its business. A natural person who otherwise satisfies the foregoing definition except for being the independent director of a “special purpose entity” affiliated with the Company that does not own a direct or indirect equity interest in the Company or any co-borrower shall

not be disqualified from serving as an Independent Manager of the Company if such individual is at the time of the initial appointment, or at any time while serving as an Independent Manager of the Company, an independent manager or director of a “special purpose entity” affiliated with the Company (other than any entity that owns a direct or indirect interest in the Company or in any co-borrower) if such individual is an independent manager or director provided by a nationally-recognized company that provides professional independent directors or managers. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve the Company’s separateness that are substantially similar to those of the Company, as applicable, and provide, inter alia, that it: (a) is organized for the limited purpose of owning and operating one or more Trusts or of being the general partner or member of a special purpose entity organized for the limited purpose of owning and operating one or more Trusts; (b) has restrictions on its ability to incur indebtedness, dissolve, liquidate, consolidate, merge and/or sell assets; (c) may not file voluntarily a bankruptcy petition either on its own behalf or, if it is a general partner or member of a special purpose entity organized for the limited purpose of owning or operating one or more Trusts, on behalf of such entity, without the consent of an independent manager or director and (d) shall conduct itself and, if it is a general partner or member of a special purpose entity organized for the limited purpose of owning and operating one or more Trusts, cause such entity to conduct itself, in accordance with the certain “separateness covenants”, including, but not limited to, the maintenance of its books, records, bank accounts and assets separate from those of any other person or entity.

“Material Action” means to file any insolvency, or reorganization case, or proceeding, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due, or, to take action in furtherance of any of the foregoing.

“Member” means SLM Education Credit Management Corporation, as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Member” shall not include the Special Member or the Springing Members.

“Member Cessation Event” has the meaning set forth in Section 5c.

“Officers” has the meaning set forth in Section 11.

“Person” means any individual, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association, and the heirs, executors, administrators, legal representatives, successors and assigns of the “Person” when the context so permits.

“Rating Agency” has the meaning set forth in Section 23a.

“Rating Agency Condition” means, with respect to any action, that each rating agency then rating any Trust Securities shall have been given ten days prior notice of such action and that each of the rating agencies then rating the Trust Securities shall have notified the Company in writing that such action will not result in a reduction or withdrawal, downgrade or qualification of the then current rating by such rating agency of any Trust Securities.

“Residual Interests” has the meaning set forth in Section 7.

“Sallie Mae” has the meaning set forth in 9j.

“Securities” has the meaning set forth in Section 7.

“Senior Interests” has the meaning set forth in Section 7.

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5c, a person acting as Springing Member I or Springing Member 2, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

“Special Purpose Provisions” has the meaning set forth in Section 9j.

“Springing Member 1” has the meaning set forth in the introductory paragraph.

“Springing Member 2” has the meaning set forth in the introductory paragraph.

“Student Loans” has the meaning set forth in Section 7.

“Subordinated Interests” has the meaning set forth in Section 7.

“Trust” has the meaning set forth in Section 7.

“Trust Agreements” has the meaning set forth in Section 7.

“Trust Securities” means any Securities issued by any Trust.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein”, “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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IN WITNESS WHEREOF, this Limited Liability Operating Agreement of SLM Education Credit Funding, LLC has been executed by its sole member, Springing Member 1 and Springing Member 2.

MEMBER:

SLM EDUCATION CREDIT

MANAGEMENT CORPORATION

By: /s/ Mary Jo Feldman                                           

Name:  Mary Jo Feldman

Title:    President

SPRINGING MEMBER 1:

By: /s/ Domenic A. Borriello                                                      

Name:  Domenic A. Borriello

SPRINGING MEMBER 2:

By: /s/ Kim E. Luthans                                           

Name:  Kim E. Luthans

IN WITNESS WHEREOF, this Limited Liability Operating Agreement of SLM Education Credit Funding, LLC has been executed by its sole member, Springing Member 1 and Springing Member 2.

MEMBER:

SLM EDUCATION CREDIT

MANAGEMENT CORPORATION

By: /s/ Mary Jo Feldman                                           

Name:  Mary Jo Feldman

Title:    President

SPRINGING MEMBER 1:

By: /s/ Domenic A. Borriello                                                      

Name:  Domenic A. Borriello

SPRINGING MEMBER 2:

By: /s/ Kim E. Luthans                                           

Name:  Kim E. Luthans

SCHEDULE A

Name and Address of Member	Contribution	Number of Units	Percentage Interest
SLM EDUCATION CREDIT MANAGEMENT CORPORATION 20 Hemingway Drive East Providence, Rhode Island 02915	$1,000	1000	100%

EX-4.1

Exhibit 4.1

[FORM OF] INDENTURE

among

SLM STUDENT LOAN TRUST 20[__]-[__],

as the Issuer,

[_________________],

not in its individual capacity but

solely as the Eligible Lender Trustee

and

[_________________],

not in its individual capacity but

solely as the Indenture Trustee

Dated as of [_____, 20__]

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	3
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	4
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	8
SECTION 2.11   Notices to Clearing Agency	9
SECTION 2.12   Definitive Notes	9
ARTICLE III Covenants, Representations and Warranties
SECTION 3.1   Payments to Noteholders	10
SECTION 3.1A Collateral Account	10
SECTION 3.1A Collateral Account	11
SECTION 3.2   Maintenance of Office or Agency	12
SECTION 3.3   Money for Payments to be Held in Trust	12
SECTION 3.4   Existence	14
SECTION 3.5   Protection of Indenture Trust Estate	14
SECTION 3.6   Opinions as to Indenture Trust Estate	14
SECTION 3.7   Performance of Obligations; Servicing of Trust Student Loans	15
SECTION 3.8   Negative Covenants	18
SECTION 3.9   Annual Statement as to Compliance	18
SECTION 3.10   Issuer May Consolidate, etc., Only on Certain Terms	19
SECTION 3.11   Successor or Transferee	20
SECTION 3.12   No Other Business	21
SECTION 3.13   No Borrowing	21
SECTION 3.14   Obligations of Servicer and Administrator	21
SECTION 3.15   Guarantees, Loans, Advances and Other Liabilities	21
SECTION 3.16   Capital Expenditures	21

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SECTION 3.17   Restricted Payments	21
SECTION 3.18   Notice of Events of Default	21
SECTION 3.19   Further Instruments and Acts	22
SECTION 3.20   Representations and Warranties	22
ARTICLE IV Satisfaction and Discharge
SECTION 4.1   Satisfaction and Discharge of Indenture	23
SECTION 4.2   Application of Trust Money	24
SECTION 4.3   Repayment of Moneys Held by Paying Agent	24
SECTION 4.4   Auction of Trust Student Loans	24
ARTICLE V Remedies
SECTION 5.1   Events of Default	25
SECTION 5.2   Acceleration of Maturity; Rescission and Annulment	26
SECTION 5.3   Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	27
SECTION 5.4   Remedies; Priorities	29
SECTION 5.5   Optional Preservation of the Trust Student Loans	31
SECTION 5.6   Limitation of Suits	32
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	33
SECTION 5.10   Delay or Omission Not a Waiver	33
SECTION 5.11   Control by Noteholders	33
SECTION 5.12   Waiver of Past Defaults	33
SECTION 5.13   Undertaking for Costs	34
SECTION 5.14   Waiver of Stay or Extension Laws	34
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	37
SECTION 6.3   Individual Rights of Indenture Trustee	38
SECTION 6.4   Indenture Trustee’s Disclaimer	38
SECTION 6.5   Notice of Defaults	38
SECTION 6.6   Reports by Indenture Trustee to Noteholders	38
SECTION 6.7   Compensation and Indemnity	39
SECTION 6.8   Replacement of Indenture Trustee	39
SECTION 6.9   Successor Indenture Trustee by Merger	40
SECTION 6.10   Appointment of Co-Trustee or Separate Trustee.	41
SECTION 6.11   Eligibility; Disqualification	42

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SECTION 6.12   Preferential Collection of Claims Against the Issuer	42
SECTION 6.13   Rule 15Ga-1 Information	42
ARTICLE VII Noteholders’ Lists and Reports
SECTION 7.1   Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders	43
SECTION 7.2   Preservation of Information; Communications to Noteholders	44
SECTION 7.3   Reports by Issuer.	44
ARTICLE VIII Accounts, Disbursements and Releases
SECTION 8.1   Collection of Money	45
SECTION 8.2   Trust Accounts	45
SECTION 8.3   General Provisions Regarding Accounts	46
SECTION 8.4   Release of Indenture Trust Estate	47
SECTION 8.5   Opinion of Counsel	48
ARTICLE IX Supplemental Indentures
SECTION 9.1   Supplemental Indentures Without Consent of Noteholders.	48
SECTION 9.2   Supplemental Indentures With Consent of Noteholders	49
SECTION 9.3   Execution of Supplemental Indentures	51
SECTION 9.4   Effect of Supplemental Indenture	51
SECTION 9.5   Conformity with Trust Indenture Act	51
SECTION 9.6   Reference in Notes to Supplemental Indentures	52
ARTICLE X Redemption of Notes
SECTION 10.1   Redemption	52
SECTION 10.2   Form of Redemption Notice	52
SECTION 10.3   Notes Payable on Redemption Date	52
ARTICLE XI Miscellaneous
SECTION 11.1   Compliance Certificates and Opinions, etc	53
SECTION 11.2   Form of Documents Delivered to Indenture Trustee	54
SECTION 11.3   Acts of Noteholders	55
SECTION 11.4   Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	56
SECTION 11.5   Notices to Noteholders; Waiver	56
SECTION 11.6   Alternate Payment and Notice Provisions	57
SECTION 11.7   Conflict with Trust Indenture Act	57
SECTION 11.8   Effect of Headings and Table of Contents	57
SECTION 11.9   Successors and Assigns	57

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SECTION 11.10   Separability	57
SECTION 11.11   Benefits of Indenture	58
SECTION 11.12   Legal Holidays	58
SECTION 11.13  Governing Law	58
SECTION 11.14   Counterparts	58
SECTION 11.15   Recording of Indenture	58
SECTION 11.16   Trust Obligations	58
SECTION 11.17   No Petition	59
SECTION 11.18   Inspection	59
SECTION 11.19   Waiver of Jury Trial	59
SECTION 11.20   Limited Recourse	59
SECTION 11.21   Force Majeure	60
SECTION 11.22   Compliance with Applicable Law	60
SECTION 11.23   Additional Matters	60
ARTICLE XII Compliance with Regulation AB
SECTION 12.1   Intent of the Parties; Reasonableness	60
ARTICLE XIII Tax Considerations
SECTION 13.1   Acknowledgement of Parties	61

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APPENDICES, SCHEDULES AND EXHIBITS

APPENDIX A      Definitions and Usage

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

EXHIBIT C      Servicing Criteria to be Addressed in Assessment of Compliance

INDENTURE, dated as of [_____], 20[__], among SLM STUDENT LOAN TRUST 20[__]-[__], a Delaware statutory trust (the “Issuer”), [______________], not in its individual capacity but solely as eligible lender trustee on behalf of the Issuer (in such capacity, the “Eligible Lender Trustee”), and [______________], 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”):

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, effective as of the Closing Date all of their right, title and interest, whether now owned or hereafter acquired, 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, [the Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement and the VL 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, [Bluemont Funding, Town Center Funding, Town Hall Funding or VL 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 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 Swap Agreement and any related collateral and collateral accounts (including, but not limited to, the related Swap Collateral and the related Swap Agreement Collateral Account described in Section 3.1A hereof)];

(g)        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;

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(h)        the Trust Accounts and all funds on deposit from time to time in the Trust Accounts, including the Reserve Account Initial Deposit, the Supplemental Purchase Account Initial Deposit, [the Capitalized Interest Account Initial Deposit,] the Borrower Benefit Account Initial Deposit, if any, the Floor Income Rebate Account and the Collection Account Initial Deposit, if any, and all investments and proceeds thereof (including all income thereon);

(i)        [any interest rate cap agreement entered into with one or more interest rate cap counterparties pursuant to Section 2.1 (kk) of the Administration Agreement; and]

(j)        [Reserved];

(k)        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 assets described in clauses (a) through (g); and

(l)        all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights (each as defined in the applicable Uniform Commercial Code) and other supporting obligations relating to the foregoing; and all proceeds (as defined in the applicable Uniform Commercial Code) with respect to the foregoing assets described in clauses (a) through and including (k) (collectively, the “Collateral”).

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

The Indenture Trustee, as indenture trustee on behalf of the Noteholders [and each 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 Swap Counterparty] 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 hereto, which also contains rules as to usage that shall be applicable herein.

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

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

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

“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 will be represented by interests in a book-entry note certificate deposited on the Closing Date with [___________], as custodian for DTC (the “DTC Custodian”), and registered in the name of Cede & Co. as initial nominee for DTC.

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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 Notes in an aggregate principal amount of $[____], of which $[____] shall be denominated in Class A-1 Notes, $[____] shall be denominated in Class A-2 Notes and $[____] shall be denominated in Class B Notes.  The aggregate principal amount of Notes Outstanding at any time may not exceed $[____] except as provided in Section 2.5.

Each Note shall be dated the date of its authentication.  The Notes shall be issuable as registered notes in minimum denominations of $100,000 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 are issued and with such variations not inconsistent with the terms of this Indenture determined to be appropriate by an Authorized 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

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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, if the requirements of Section 8-401(a) 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.

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 and 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.

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

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

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

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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 set forth 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 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 Notes shall be payable in installments on each applicable Distribution Date as provided in the related form of such Note set forth in Exhibit A.  Notwithstanding the foregoing, the Outstanding Amount of each class of 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 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.

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      (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 the canceled Notes be returned to it and so long as such Issuer Order is timely and the canceled Notes have not been previously disposed of by the Indenture Trustee.

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

SECTION 2.10   Book-Entry Notes.  The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to the applicable initial Clearing Agency, by the Issuer, or on behalf of the Issuer.  Such Notes shall initially be registered on the Note Register in the name of the nominee of the related 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 Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants;

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(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 to the Noteholders is required under this Indenture to be given to Noteholders, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to the applicable Clearing Agency.

SECTION 2.12   Definitive Notes.  If (i) the Administrator advises the Indenture Trustee in writing that a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no alternative clearing system acceptable to the Indenture Trustee is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator within 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through such 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 of Notes 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.

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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, the related 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, Representations and Warranties

SECTION 3.1   Payments to Noteholders.  The Issuer shall duly and punctually pay the principal and interest, if any, with respect to the Notes in accordance with the terms of the Notes and this Indenture [and shall duly and punctually pay amounts, if any, owing to each Swap Counterparty in accordance with the terms of this Indenture and the related Swap Agreement].  Without limiting the foregoing, the Issuer shall cause to be distributed to Noteholders [and each Swap Counterparty], in accordance with the Administration Agreement that portion of the amounts on deposit in the Trust Accounts on a Distribution Date (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 each 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  [Swap Agreement Collateral Accounts.  Subject to Section 2.8 of the Administration Agreement, on or before the Closing Date, the Administrator shall establish and maintain, or cause to be established and maintained with the Indenture Trustee at the corporate trust department of [_______________], one or more Eligible Deposit Accounts, including any sub-accounts thereto, if sub-accounts are available at [_______________], in the name of the Indenture Trustee for the benefit of the Issuer (each, a “Swap Agreement Collateral Account”) into which the applicable Swap Counterparty will make required cash or securities deposits as collateral to secure its obligations (“Swap Collateral”) under the related Swap Agreement.  Each Swap Agreement Collateral Account and all Swap Collateral deposited

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therein shall be assigned to the Indenture Trustee, for the benefit of the Noteholders, pursuant to the terms of the Granting Clause of this Indenture.  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 Issuer and the Swap Counterparty (each, a “Swap Agreement Credit Support Agreement”); provided, however, that the Indenture Trustee is not a party to the Swap Agreement Credit Support Agreement and shall have no obligations or responsibilities under the Swap Agreement Credit Support Agreement, nor any obligation to monitor the Issuer’s or the Swap Counterparty’s compliance with the terms of the Swap Agreement Credit Support Agreement.  Any Swap Agreement Collateral Account shall constitute an additional Trust Account.  Amounts on deposit in any Swap Agreement Collateral Account may be invested in Eligible Investments at the written direction of the Administrator or its delegee.  On each Distribution Date occurring prior to an Event of Default under the related Swap Agreement or a Swap Termination Event, all Investment Earnings actually earned and received on the related Swap Collateral shall be paid directly to the applicable Swap Counterparty, as directed by the Issuer in writing, and not become part of Available Funds in accordance with the terms of the related Swap Agreement Credit Support Agreement.  The Indenture Trustee shall not be liable for the selection of, or any losses arising from, such investments made in accordance with the Administrator’s direction.  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 applicable Swap Counterparty, from time to time, as directed by the Issuer, in writing, and in accordance with the provisions set forth in the related Swap Agreement Credit Support Agreement.]

SECTION 3.1B  [Interest Rate Cap Collateral Account.  In the event that pursuant to the terms of a potential future interest rate cap agreement, the potential future cap counterparty is required to deposit cash or securities as collateral to secure its obligations (“Interest Rate Cap Collateral”), the Indenture Trustee at the written direction of the potential future cap counterparty shall establish and maintain an Eligible Deposit Account in the name of the Indenture Trustee for the benefit of the Issuer and the potential future cap counterparty (an “Interest Rate Cap Agreement Collateral Account”).  All sums on deposit and securities held in any Interest Rate Cap 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 potential future cap counterparty (the “Interest Rate Cap Credit Support Agreement”); provided, however, that the Indenture Trustee is not a party to the Interest Rate Cap Credit Support Agreement and shall have no obligations or responsibilities under the Interest Rate Cap Credit Support Agreement, nor any obligation to monitor the Issuer’s or the potential future cap counterparty’s compliance with the terms of the Interest Rate Cap Credit Support Agreement.  The Interest Rate Cap Agreement Collateral Account will constitute an additional Trust Account.  Amounts on deposit in any Interest Rate Cap Agreement Collateral Account may be invested in Eligible Investments at the written direction of the potential future cap counterparty and on each Distribution Date, all Investment Earnings actually received by the Indenture Trustee on amounts on deposit in the Interest Rate Cap Agreement Collateral Account or on securities held by the Indenture Trustee as Interest Rate Cap Collateral shall be paid directly to the potential future cap counterparty and not become part of Available Funds in accordance with the terms of the Interest Rate Cap Credit Support Agreement.  The Indenture Trustee shall not be liable for any losses on investments made in accordance with the potential future cap counterparty’s direction.  All amounts deposited in the Interest Rate Cap Agreement Collateral

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Account shall be paid to the Issuer (and become part of Available Funds on the related Distribution Date) or returned to the related potential future cap counterparty (in either case, upon receipt by the Indenture Trustee of written instructions from the Administrator to release the amounts on deposit) in accordance with the provisions set forth in the related Interest Rate Cap 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 international jurisdiction if any of the Notes are listed on a stock exchange of international standing and the rules of such 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.

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 that are to be made from amounts distributed from the Collection Account or any other Trust Account pursuant to Section 2.7, or deposited into the Collection Account from [the Capitalized Interest Account], the Supplemental Purchase Account, the Borrower Benefit Account, the Floor Income Rebate 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 or any other Trust 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

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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 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 holder of the Excess Distribution Certificate at the time the Issuer was terminated 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 stock 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

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to Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Noteholder).

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

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

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

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

(iii)        enforce any of the Collateral; or

(iv)        preserve and defend title to the Indenture Trust Estate and the rights of the Indenture Trustee and 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 20[__], 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

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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 then rating the Notes of any such contract with any other Person.

(c)        The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements prepared by the Issuer and required to be filed 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 written 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 the related Swap Agreement (including the requirement, if applicable, that the Rating Agency Condition be satisfied) shall not constitute a waiver, amendment, modification, supplement or termination of the related Swap Agreement or any provisions 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 then rating the Notes of 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 an Authorized 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 then rating the Notes 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

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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, as the case may be, enters into an agreement with the Issuer as provided below; provided, however, that nothing herein shall require or permit the Indenture Trustee to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act.  Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be.  Any Successor Servicer or Successor Administrator, other than the Indenture Trustee, shall (i) be an established institution (A) that satisfies any requirements of the Higher Education Act applicable to servicers and (B) whose regular business includes the servicing or administration of student loans, as the case may be, 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, as applicable; 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 as Administrator with respect to

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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 then rating the Notes.  As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Trustee and each Rating Agency then rating the Notes of such appointment, specifying in such notice the name and address of such Successor Servicer or such Successor Administrator.

(g)        [Reserved].

(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, supplement, terminate, waive 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, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding,] the Issuer or the Eligible Lender Trustee 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 (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 then rating the Notes 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.

(i)        [As promptly as possible upon the occurrence of a Swap Termination Event or an Event of Default under the Swap Agreement, the Issuer shall hire or appoint a broker in order to obtain a Replacement 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 shall agree, and the Issuer shall be entitled

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to reimbursement for such expenses from any Swap Termination Payments received upon the occurrence of any Swap Termination Event or Event of Default under the related Swap Agreement; provided, that any such Swap Termination Payments shall be applied, first, in payment of any upfront payment required to enter into any Replacement Transaction and, second, to the extent of remaining funds available therefor, to the Issuer for any such reimbursement.]

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

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

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

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

(iv)        [enter into any amendment, modification or supplement to this Indenture or any other Basic Document without the consent of each Swap Counterparty that would materially adversely affect (i) any Swap Counterparty’s ability to enforce or protect its rights or remedies under the related Swap Agreement (including any security interest granted to such Swap Counterparty pursuant to this Indenture), (ii) the ability of the Issuer to timely and fully perform its obligations under each Swap Agreement or (iii) any of the Issuer’s obligations under each Swap Agreement or any Basic Document (including priority of payments under the Trust Agreement or this Indenture); or] [unless an Event of Default under this Indenture shall have occurred and be continuing, designate an “Early Termination Date” (as such term is defined in the related Swap Agreement”) under the related Swap Agreement without the consent of the Administrator.]

SECTION 3.9   Annual Statement as to Compliance.  The Issuer will deliver to the Indenture Trustee and each Rating Agency then rating the Notes, within 90 days after the end

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of each fiscal year of the Issuer (commencing with the fiscal year ending December 31, 20[__]), 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];

(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:

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(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 each 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 [or any Swap Counterparty];

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

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

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

(b)        Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), SLM Student Loan Trust 20[__]-[__] 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 20[__]-[__] is to be so released.

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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 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 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, the Administrator, the Depositor, [each Swap Counterparty] 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 or any other Trust 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, [each Swap Counterparty] and the Rating Agencies then rating the Notes prompt written notice of each Event of Default hereunder and 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) Bluemont Funding of its obligations under the

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Bluemont Funding Purchase Agreement, (iv) Town Center Funding of its obligations under the Town Center Funding Purchase Agreement, (v) Town Hall Funding of its obligations under the Town Hall Funding Purchase Agreement, (vi) VL Funding of its obligations under the VL Funding Purchase Agreement,] (vii) the Servicer of its obligations under the Servicing Agreement and (viii) the Administrator of its obligations under the Administration Agreement.  In addition, the Issuer shall deliver to the Indenture Trustee, [each Swap Counterparty] and each Rating Agency then rating the Notes, 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.

SECTION 3.20   Representations and Warranties.  The Issuer and, with respect to clause (e) only, the Eligible Lender Trustee represent and warrant to the Indenture Trustee that, as of the Closing Date:

(a)        this Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Student Loans in favor of the Indenture Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Issuer and Eligible Lender Trustee;

(b)        the Trust Student Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Section 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;

(c)        the Issuer has caused or will have caused, within 30 days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Student Loans granted to the Indenture Trustee hereunder;

(d)        the Eligible Lender Trustee owns and has legal title to the Trust Student Loans which, except for the beneficial interest of the Issuer and any obligations created pursuant to this Indenture, are free and clear of any Lien, claim or encumbrance of any Person; and

(e)        other than the security interest granted to the Indenture Trustee pursuant to this Agreement, the Eligible Lender Trustee has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Trust Student Loans. The Trust has not authorized the filing of and is not aware of any financing statements against the Eligible Lender Trustee that include a description of collateral covering the Trust Student Loans other than any financing statements relating to the beneficial interest of the Issuer and the security interest granted to the Indenture Trustee hereunder or that has been terminated.  The Trust is not aware of any judgment or tax lien filings against the Trust.

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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 [and the rights of each Swap Counterparty to receive amounts due to it under the related Swap Agreement], (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 [and each Swap Counterparty] 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 [all amounts due and payable to each Swap Counterparty under the related Swap Agreement have been paid and:]

(a)        either

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

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

(i)      have become due and payable,

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

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

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

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(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 any Swap Counterparty pursuant to the related Swap Agreement, 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.

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 may, and at the written direction of either the Administrator or Noteholders of at least a majority of the Outstanding Amount of all of the Notes 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 five (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, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL 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 the auction is conducted and 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 remaining bid if it is equal to or in excess of both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer

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has advised the Indenture Trustee in writing) 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 the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) 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 (and at the sole cost and expense) of the Administrator, 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, and at the written direction of either the Administrator or Noteholders of at least a majority of the Outstanding Amount of the Notes shall, solicit bids for sale of the Trust Student Loans with respect to future Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

ARTICLE V

Remedies

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

(i)        default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five Business Days; provided that, for the avoidance of doubt, failure to pay interest on the Class B Notes due to insufficient Available Funds shall not be an Event of Default so long as the Class A Notes are then Outstanding; 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 representation 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

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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 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

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(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.

(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 each 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:

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(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, each 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, [each 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, [each 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 the Noteholders [and each Swap Counterparty] to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders [and each 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 each Swap Counterparty].

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(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 Swap Counterparty], and it shall not be necessary to make any Noteholder [nor any 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, or, upon the written instruction of the Noteholders of 100% of the Outstanding Amount of the Notes, shall, 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, [each Swap Counterparty] and the Noteholders;

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

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

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii) with respect to the Class A Notes, unless (A) the Noteholders of 100% of the Outstanding Amount of the Class A Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Class A Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Class A Notes for principal and interest or (C) the Indenture Trustee determines that the Indenture Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Class A Notes as would have become due if the Class A Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Noteholders of 66⅔% 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) if

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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 Amount 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 2.8 of the Administration Agreement, 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, on each Distribution Date, 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:  [EACH INDENTURE WILL SPECIFY THAT TRUST’S PARTICULAR EVENT OF DEFAULT CASH FLOW PRIORITIES]

FIRST:      pro rata, to the Indenture Trustee, for annual fees and any other amounts due and owing under Section 6.7, and to the Eligible Lender Trustee and Delaware Trustee, for annual fees and any other amounts due and owing under Sections 8.1 and 8.3 of the Trust Agreement (but, in each case, only to the extent not paid by the Administrator or the Depositor);

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

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

FOURTH:      [to each Swap Counterparty, any Swap Payment payable to such Swap Counterparty under the related Swap Agreement for such Distribution Date;]

FIFTH:      [pro rata, based on the Class A Note Balance and the amount of any Swap Termination Payments due and payable by the Issuer to a Swap Counterparty under this fifth clause;]

      (A) to the Class A Noteholders for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority of any kind among the classes of Class A Notes, according to the amounts due and payable on the Class A Notes for such interest; and

      [(B) to each Swap Counterparty, the amount of any Swap Termination Payments due to such Swap Counterparty under the related Swap Agreement due to (i) a Swap Termination Event or Event of Default (as defined in the related Swap Agreement) where the Issuer is the sole affected party or defaulting party, respectively, or (ii) a “Tax Event” or “Illegality” (each as defined in the  related Swap Agreement), irrespective of which party is the affected party; provided, that if any amounts

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allocable to the Notes are not needed to pay the Class A Noteholders’ Interest Distribution Amount and Class B Noteholders’ Interest Distribution Amount as of such Distribution Date, such amounts shall be applied to pay the portion, if any, of any Swap Termination Payments referred to above remaining unpaid;]

SIXTH:      to the Class A Noteholders for amounts due and unpaid on the Class A Notes for principal, ratably, without preference or priority of any kind among the classes of Class A Notes, according to the amounts due and payable on the Class A Notes for principal;

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

EIGHTH:      to the Class B Noteholders for amounts due and unpaid on the Class B Notes for principal;

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

TENTH:      [to a Swap Counterparty, the amount of any Swap Termination Payments owed by the Issuer to such Swap Counterparty under the related Swap Agreement and not payable in the fifth clause above;]

ELEVENTH:      [to any potential future cap counterparty under a potential future interest rate cap agreement, any amounts owed pursuant to Section 2.1(kk) of the Administration Agreement; and]

TWELFTH:      to the Excess Distribution Certificateholder, any remaining funds after application of the preceding clauses.

Following liquidation of the Indenture Trust Estate in accordance with Section 5.4(a) above, the Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this subsection (b).  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.

(c)       [Reserved].

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.

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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 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

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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, [each 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, [each 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;

(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

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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, 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,

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[Bluemont Funding, Town Center Funding, Town Hall Funding, VL 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 Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement], the Administration Agreement, the Servicing Agreement and [the Subservicing Agreement], as the case may be, 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 Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement, the Administration Agreement, the Servicing Agreement and [the Subservicing 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, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL 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, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding], the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, [the Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement], the Administration Agreement, the Servicing Agreement and [the Subservicing Agreement], as the case may be.

(b)        If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66⅔% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding], the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, [the Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement], the Administration Agreement and the Servicing Agreement, as the case may be, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL 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 Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement], the Administration Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended.

ARTICLE VI

The Indenture Trustee

SECTION 6.1   Duties of Indenture Trustee.  (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it

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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 (c) 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 of the Noteholders 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.

(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.

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(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.

(j)        For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Issuer, on or before March [__] of each calendar year, commencing in 20[__], the Indenture Trustee shall deliver to the Issuer and the Administrator a report (in form and substance reasonably satisfactory to the Administrator, acting on behalf of the Issuer) regarding the Indenture Trustee’s assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer and signed by a Responsible Officer of the Indenture Trustee, and shall address the Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit C attached hereto.

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 (each, an “Agent Party”), provided that the Indenture Trustee shall be responsible for any misconduct or negligence on the part of, or for the supervision of, any such Agent Party appointed with due care by it hereunder and shall remain so responsible until such time as (i) the Indenture Trustee shall have received the written consent of each Rating Agency then rating the Notes with respect to the appointment of any such Agent Party prior to the occurrence of an Event of Default under Section 5.1, or (ii) the occurrence of an Event of Default (other than the occurrence of an Event of Default under Section 5.1(iii) which has not resulted in an acceleration of the maturity of the Notes), at which time the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such Agent Party appointed with due care by it hereunder.  The Indenture Trustee shall provide prompt notice to the Rating Agencies of the appointment of any Agent Party pursuant to this Section 6.2(c) after the occurrence of any Event of Default under Section 5.1

(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,

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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.

(f)        Notwithstanding anything in this Indenture or any related documents to the contrary, in no event shall the Indenture Trustee or any of its directors, officers, agents or employees be liable under this Indenture or any related documents for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee or any of its directors, officers, agents or employees has been advised of the likelihood of such loss or damage and regardless of the form of action.

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 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 each Swap Counterparty] within 90 days and to each Rating Agency then rating the Notes 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 the Noteholders [and each 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

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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 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:

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(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 then rating the Notes.

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 prior written notice of any such transaction to the Rating Agencies then rating the Notes.

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

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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 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

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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.  (a) 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(a)(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 then rating the Notes.  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.

      (b)      Within ninety (90) days after ascertaining the occurrence of an event under Section 6.8 of this Indenture that would result in the removal of the Indenture Trustee which shall not have been cured or waived, unless authorized by the TIA or the Commission, the Indenture Trustee shall resign with respect to the Notes in accordance with Section 6.8 of this Indenture, and the Issuer shall appoint a successor Indenture Trustee for the Notes.

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

SECTION 6.13   Rule 15Ga-1 Information.  The Indenture Trustee shall provide prompt notice to the Depositor and the Administrator (each, an “SLM Party,” and together, the “SLM Parties”) of all demands or requests received by the Indenture Trustee for the repurchase or replacement of any Trust Student Loan for breach of the representations and warranties concerning such Trust Student Loan.  If any such demand or request is made in non-written form, the Indenture Trustee shall request that such demand be put into writing; provided, however, the Indenture Trustee shall notify the SLM Parties regardless of whether any such demand or request is made in writing.  The obligations of the Indenture Trustee under the first two sentences of this Section 6.13 to notify the SLM Parties of any such demand or request made in non-written form shall not be applicable during such time as the interpretations of the

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requirements of the Repurchase Rules and Regulations (as defined below) require reporting by the SLM Parties of only demands or requests in written form.  The Indenture Trustee shall, upon written request of either SLM Party, provide notification to the SLM Parties regarding any actions taken by the Indenture Trustee with respect to any such demand or request received by the Indenture Trustee in respect of any Trust Student Loan, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five Business Days of receipt by the Indenture Trustee of such written request or demand from an SLM Party or such other time frame as may be mutually agreed to by the Indenture Trustee and the applicable SLM Party.  The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this Section 6.13 is to facilitate compliance by the SLM Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”).  The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable written requests made by the SLM Parties in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations.  The Indenture Trustee shall cooperate with reasonable written requests received from the SLM Parties to deliver any and all records and any other information necessary in the good faith determination of the SLM Parties to permit the SLM Parties to comply with the provisions of the Repurchase Rules and Regulations.  Subject to duties explicitly set forth in the Basic Documents, if any, the Indenture Trustee shall not have any responsibility or liability in connection with the compliance of any SLM Party or securitizer (as defined in the Exchange Act) with the Exchange Act or Regulation AB or any filing required to be made by an SLM Party or securitizer (as defined in the Exchange Act) under the Exchange Act or Regulation AB.

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.

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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.

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,

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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, [each Swap Counterparty] and the Trust, the Trust Accounts as provided in Section 2.3 of the Administration Agreement.

(b)        On or before the Business Day 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)        [Reserved].

(d)        [Reserved].

(e)        On or before each Distribution Date, the Indenture Trustee (or any other Paying Agent) shall make the required deposits and distributions as provided in Section 2.7 of the Administration Agreement.

(f)        [Reserved].

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

(h)        [Reserved].

(i)        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 into the Collection Account, as directed by the Administrator.

(j)        [Reserved].

(k)        [Reserved].

(l)        On or before the Business Day immediately preceding each Distribution Date, if the Issuer has not received payment in full of the amount required to offset any deficiency caused by a Borrower Benefit Yield Reduction for the related Collection Period pursuant to Section 3.12 of the Servicing Agreement, the Indenture Trustee, as directed by the Administrator, shall withdraw from the Borrower Benefit Account on that Distribution Date an amount equal to such deficiency, to the extent of funds available therein, to be included as part of Available Funds for that Distribution Date.

(m)        Once the Department has netted all payments (in respect of Interest Subsidy Payments and/or Special Allowance Payments otherwise due to the Issuer), which currently occurs on a quarterly basis, on the next succeeding Distribution Date an amount equal to the applicable Floor Income Rebate Account Release Amount on deposit in the Floor Income Rebate Account at the end of the preceding Collection Period will be withdrawn by the Indenture Trustee, as directed by the Administrator, and be included as part of Available Funds for that Distribution Date.

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.

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

(c)        If (i) the Issuer shall have failed to give investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 10:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day; or (ii) a Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such Notes shall have been declared due and payable following an Event of Default and amounts collected or receivable from the Indenture Trust Estate are being applied in accordance with Section 5.4 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 (i) there are no Notes Outstanding, [(ii) all payments owing to each Swap Counterparty under the related Swap Agreement have been paid, and (iii)] all sums due the Indenture Trustee pursuant to Section 6.7 have been paid, 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 Bluemont Funding (or the seller from which Bluemont Funding originally purchased such Trust Student Loan), Town Center Funding (or the seller from which Town Center Funding originally purchased such Trust Student Loan), Town Hall Funding (or the seller from which Town Hall Funding originally purchased such Trust Student Loan), VL Funding (or the seller from which VL Funding] originally purchased such Trust Student Loan), SLM ECFC or to another Affiliate of SLM Corporation in accordance with Section 3.11F. of the Servicing Agreement, (iv) to another

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eligible lender holding one or more Serial Loans with respect to such Trust Student Loan, (v) 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, [(vi) to Bluemont Funding in accordance with Section 6 of the Bluemont Funding Purchase Agreement, (vii) to Town Center Funding in accordance with Section 6 of the Town Center Funding Purchase Agreement, (viii) to Town Hall Funding in accordance with Section 6 of the Town Hall Funding Purchase Agreement, or (ix) to VL Funding in accordance with Section 6 of the VL Funding Purchase Agreement], and each Noteholder, by the acceptance of a Note, consents to any such release.

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

ARTICLE IX

Supplemental Indentures

SECTION 9.1   Supplemental Indentures Without Consent of Noteholders.

(a)        Without the consent of any Noteholders but with prior notice to the Rating Agencies then rating the Notes, 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 [or any Swap Counterparty], or to surrender any right or power herein conferred upon the Issuer;

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(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;

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

(viii)        to correct any manifest error in the terms of this Indenture as compared to the terms expressly set forth in the Prospectus.

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 the Rating Agencies and each Swap Counterparty], enter into an indenture or indentures supplemental hereto for the purposes 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, with the consent of each Noteholder whose interests would be adversely affected in any material respect by such action (if any), but without the consent of any other Noteholder, and with prior notice to the Rating Agencies then rating the Notes; provided, however, that the Indenture Trustee shall be entitled to an Opinion of Counsel that such action will not adversely affect in any material respect the interests of any Noteholder [or any Swap Counterparty] whose written consent has not been obtained.

SECTION 9.2   Supplemental Indentures With Consent of Noteholders.  The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies [and each Swap Counterparty] then rating the Notes [and each Swap Counterparty] and with the consent of the Noteholders of at least a majority of the Outstanding Amount of all 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,

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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 or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

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

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

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

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

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

(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 auction shall not adversely affect in any material respect the interests of any Swap Counterparty unless such Swap Counterparty shall have consented thereto].

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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.

[The parties to this Indenture acknowledge and agree that, pursuant to each Swap Agreement, the Issuer has agreed or will agree that it will not enter into any amendment, modification or supplement to this Indenture or any other Basic Document without the consent of each Swap Counterparty that would materially adversely affect (i) any Swap Counterparty’s ability to enforce or protect its rights or remedies under the related Swap Agreement (including any security interest granted to such Swap Counterparty pursuant to this Indenture), (ii) the ability of the Issuer to timely and fully perform its obligations under each Swap Agreement or (iii) any of the Issuer’s obligations under each Swap Agreement or any Basic Document (including priority of payments under the Trust Agreement or this Indenture).  Any such amendment, modification or supplement without the written consent of each Swap Counterparty shall be void and unenforceable.]

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

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

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

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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 Administrator 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:

(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

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

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

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

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

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

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

(b)        (i)      Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee and the Rating Agencies then rating the Notes 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 then rating the Notes 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

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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.

(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 the 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, 20[__], 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,

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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 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.

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(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 the Eligible Lender Trustee at its Corporate Trust Office.

(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 20[__]-[__], in care of [____________],[____________], Attention: [____________]; and the Administrator, 2001 Edmund Halley Drive, Reston, Virginia  20191, Attention: ABS Trust Administration, or any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator.  The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.

Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Eligible Lender Trustee shall be in writing, personally delivered or mailed by certified mail, return receipt requested, to (i) in the case of [____], at the following address: (A) [____], and (B) [____], (ii) in the case of [____], at the following addresses: (A) [____], and (B) [____], and (iii) if it is a Rating Agency, [____], at the following address:  [____]; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

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.

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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 then rating the Notes, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default.

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

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

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

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

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

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.

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SECTION 11.11   Benefits of Indenture.  (a)  [Except as set forth in paragraph (b) 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.]

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

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

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

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

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

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any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

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

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

SECTION 11.19   Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS INDENTURE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 11.20   Limited Recourse.  The obligations of the Issuer under this Indenture are limited recourse obligations payable solely from the Collateral and, following realization of the Collateral and its application in accordance with the terms hereof, any outstanding obligations of the Issuer hereunder shall be extinguished and shall not thereafter revive.  In addition, no recourse shall be had for any amounts payable or any other obligations arising under this Indenture against any officer, member, director, employee, partner or security holder of the Issuer or any of its successors or assigns.  To the extent a Noteholder is deemed to have a claim to the assets of the Issuer other than the Collateral, the Noteholder hereby releases any such claim.  In the event that a Noteholder is deemed to have a claim against the assets of the Issuer other than the Collateral and the release is not given effect, each Noteholder hereby agrees to fully subordinate all claims it may have against such assets and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of Title 11 of the U.S. Bankruptcy Code.  The provisions of this Section 11.20 shall survive the termination of this Indenture.

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SECTION 11.21   Force Majeure.  In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, acts of God, or unavailability of the Federal Reserve Bank wire or telex facility; it being understood that the Indenture Trustee shall use reasonable efforts to resume performance of its obligations as soon as practicable under the circumstances.

SECTION 11.22   Compliance with Applicable Law.  In order to comply with laws, rules, regulations and executive orders in effect from time to time including but not limited to those relating to the funding of terrorist activities and money laundering (“Applicable Laws”), the Indenture Trustee may be required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee.  Accordingly, each of the parties hereto agrees to provide the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with Applicable Laws.

SECTION 11.23   Additional Matters.  [Notwithstanding anything to the contrary in this Indenture, the Indenture Trustee shall be under no obligation to exercise any rights or remedies of any Swap Counterparty under this Indenture and the Basic Documents unless and until the Indenture Trustee shall have received documentation satisfactory to it that such Swap Counterparty has agreed to be bound by the terms and conditions applicable to the Noteholders in Articles V and VI hereof, and Sections 2.7 and 2.8 of the Administration Agreement, and the Indenture Trustee shall have received indemnity satisfactory to it against any loss, liability or expense in connection with the exercise of such rights and remedies.]

ARTICLE XII

Compliance with Regulation AB

SECTION 12.1   Intent of the Parties; Reasonableness.  The Issuer, the Eligible Lender Trustee and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

The Eligible Lender Trustee and the Administrator, on behalf of the Issuer, shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Act).  The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to

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comply with requests made by the Administrator, on behalf of the Issuer, in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Indenture Trustee shall cooperate fully with the Administrator, on behalf of the Issuer, to deliver to the Administrator, on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records, attestation, and any other information necessary in the good faith determination of the Administrator, on behalf of the Issuer, to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Administrator, on behalf of the Issuer, to be necessary in order to effect such compliance.

ARTICLE XIII

Tax Considerations

SECTION 13.1   Acknowledgement of Parties.  The parties hereto acknowledge and agree that, for federal, state and local income and franchise tax, and financial accounting purposes, (a) the Notes (excluding any Retained Notes, as defined below) will constitute indebtedness and not an ownership interest in the Issuer and (b) the Excess Distribution Certificateholder will be treated as owning all of the assets, and as assuming (but without assuming personal recourse to such Certificateholder) all of the liabilities (including the Notes), of the Issuer, and the parties hereto shall in all events take positions consistent with, and in no event take a position inconsistent with, the positions described in clauses (a) and (b) in the preparation of any returns and reports, and with respect to any audit or controversy, as to which either of the positions described in clauses (a) or (b) above would be relevant.  For purposes of the foregoing, the term "Retained Notes" means any Notes held by the Depositor or any of its Affiliates immediately after the Closing Date.

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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 20[__]-[__]

By: [__________________], not in its individual capacity

but solely as Eligible Lender Trustee

By: ____________________________________________

Name:

Title:

[__________________], not in its individual capacity

but solely as Eligible Lender Trustee

By: ____________________________________________

Name:

Title:

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[__________________],

not in its individual capacity but solely

as Indenture Trustee

By: ____________________________________________

Name:              

Title:

By: ____________________________________________

Name:

   Title:

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APPENDIX A

TO THE INDENTURE

DEFINITIONS AND USAGE

SLM Student Loan Trust 20[__]-[__]

Usage

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

(a)           All terms defined in this Appendix A 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 A 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 A 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 cent being rounded up to the next penny.

Appendix A-1

Definitions

“Accrual Period” means, with respect to a Distribution Date, the period from and including the immediately preceding Distribution Date for the Notes to, but excluding, the then current Distribution Date, or in the case of the initial accrual period, the period from and including the Closing Date to, and including, [____], 20[__].

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

“Act of Noteholders” has the meaning specified in Section 11.3 of the Indenture.

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

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

“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, then the Adjusted Pool Balance will be the sum of that Pool Balance, [Capitalized Interest] 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, then the Adjusted Pool Balance will be the [sum of that] Pool Balance [and Capitalized Interest].

“Administration Agreement” means the Administration Agreement dated as of [____], 20[__], among the Administrator, the Servicer, the Depositor, the Trust, the Indenture Trustee 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.

Appendix A-2

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

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

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

“Authenticating Agent” means [__________________], 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, the sum of the following amounts received with respect to the related Collection Period(s):

(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 Obligors, 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]; and

Appendix A-3

(3) amounts deposited into the Floor Income Rebate Account during the related Collection Period;

(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 Obligors 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, as the case may be, 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 SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding, or VL Funding];

(f) [Reserved];

(g) the aggregate amounts, if any, received from any of SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL 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, a Purchase Agreement or Section 3.5 of the Servicing Agreement, respectively;

(h) 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 (other than prepayments to the Borrower Benefit Account);

(i) any interest remitted by the Administrator to the Collection Account prior to such Distribution Date;

(j) Investment Earnings for that Distribution Date earned on amounts on deposit in each Trust Account (other than [on amounts on deposit in any Swap Agreement Collateral Account and] the Borrower Benefit Account);

Appendix A-4

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

(l) [amounts received from any Swap Counterparty for that Distribution Date; provided, that, in the event of the termination of a Swap Agreement, any Swap Termination Payments received shall be used, to the extent required therefore, to enter into a Replacement Transaction and shall not constitute Available Funds until such time as the inclusion of such amounts as a part of Available Funds satisfies the Rating Agency Condition; ]

(m) once the Department of Education has netted all payments, any amounts on deposit in the Floor Income Rebate Account that were deposited into such account during the related Collection Periods;

(n) [all amounts received by the Trust from any interest rate cap counterparty under any interest rate cap agreement entered pursuant to Section 2.3 (vii) of the Trust Agreement for deposit into the Collection Account for that Distribution Date;]

(o) 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;

(p) [on the [____] 20[__] and [____] 20[__] Distribution Dates, all funds that are transferred from the Capitalized Interest Account into the Collection Account on those Distribution Dates;]

(q) [Reserved];

(r) [Reserved];

(s) on each Distribution Date, any amounts transferred into the Collection Account from the Borrower Benefit Account pursuant to Section 2.10(f) of the Administration Agreement; and

(t) amounts required to be transferred from the Borrower Benefit Account for such Distribution Date, to the extent funds are on deposit therein.

provided that ifon 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), (b), (c) and (d) of Section 2.8 of the Administration Agreement (but excluding clause (d), and including clause (f) thereof, in the event that a condition exists as described in either sub-clause (i) or (ii) of clause (x) of Section 2.8 of the Administration Agreement), as set forth in Section 2.9 of the Administration Agreement, relating to such 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

Appendix A-5

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 [Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement], the Guarantee Agreements, the Note Depository Agreement, [each Swap Agreement, any interest rate cap agreement executed pursuant to Section 2.3(iv) of the Trust Agreement,] 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.

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

[“Bluemont Funding” means Bluemont Funding LLC.]

[“Bluemont Funding Eligible Lender Trustee” means [_____________], not in its individual capacity but solely as interim eligible lender trustee for the benefit of Bluemont Funding under the Bluemont Funding Interim Trust Agreement.]

[“Bluemont Funding Interim Trust Agreement” means the Interim Trust Agreement dated as of [______, 20__], between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee.]

[“Bluemont Funding Purchase Agreement” means the Purchase Agreement Master Securitization Terms Number 1000, dated as of [______, 20__], among Bluemont Funding, the Bluemont Funding Interim Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Servicer and the Depositor, as well as each purchase agreement entered into thereunder.]

“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.

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

“Borrower Benefit Account Initial Deposit” shall mean [$_____].

“Borrower Benefit Yield Reduction” has the meaning specified in Section 3.12 of the Servicing Agreement.

Appendix A-6

“Business Day” means

(i)           with respect to calculating LIBOR of a specified maturity, any day on which banks in New York, New York and London, England are open for the transaction of international business; and

(ii)           for all other purposes, any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

[“Capitalized Interest” means for any Distribution Date through and including the [____] 20[__] Distribution Date:

(i) 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 (a) through (e) of Section 2.8 of the Administration Agreement, or (ii) 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 (a) through (c) of Section 2.8 of the Administration Agreement over (y) the Class B Noteholder’s Interest Distribution Amount.]

[“Capitalized Interest Account” means the account designated as such, established and maintained pursuant to Section 2.3(k) 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 $[____].]

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

“Class A Note” means a Class A-1 Note or a Class A-2 Note.

“Class A Notes” means the collective reference to the Class A-1 Notes and Class A-2 Notes.

“Class A Note Balance” means the sum of the Class A-1 Note Balance and Class A-2 Note Balance.

“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

Appendix A-7

(y) the amount of interest actually distributed to the Class A Noteholders 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 to the Class A Noteholders on such Distribution Date.

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

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

“Class A Noteholders’ Interest Distribution Amount” means, for any Distribution Date, the sum of:

(1) the amount of interest accrued at the related Class A Rate for the related Accrual Period on the Outstanding Amount of the Class A Notes on the immediately preceding Distribution Date (or in the case of the initial Distribution Date, the Closing Date) after giving effect to all principal distributions to the Class A Noteholders on the preceding Distribution 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 for that Distribution Date; provided that the Class A Noteholders’ Principal Distribution Amount shall not exceed the Outstanding Amount of the Class A Notes for such Distribution Date (before giving effect to any distributions on such Distribution Date).

In addition, on the Note Final Maturity Date, the principal required to be distributed tothe related Class A Noteholders will include the amount required to reduce the Outstanding Amount of that class to zero.

“Class A Rate” means (i) with respect to the Class A-1 Notes, the Class A-1 Rate, and (ii) with respect to the Class A-2 Notes, the Class A-2 Rate.

“Class A-1 Maturity Date” means the [_____], 20[__] Distribution Date.

“Class A-2 Maturity Date” means the [_____], 20[__] Distribution Date.

Appendix A-8

“Class A-1 Note Balance” means, with respect to any Distribution Date, the Outstanding Amount of the Class A-1 Notes.

“Class A-2 Note Balance” means, with respect to any Distribution Date, the Outstanding Amount of the Class A-2 Notes.

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

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

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

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

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

“Class A-2 Rate” means [___]%.

“Class B Maturity Date” means the [_____], 20[__] Distribution Date.

“Class B Note Interest Shortfall” means, for any Distribution Date, 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 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.

Appendix A-9

“Class B Note Balance” means, with respect to any Distribution Date, the Outstanding Amount of the Class B Notes.

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

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

“Class B Noteholders’ Interest Distribution Amount” means, for any Distribution Date, the sum of:

(1) the amount of interest accrued at the Class B Rate for the related Accrual Period on the Outstanding Amount of the Class B Notes on the immediately preceding Distribution Date (or, in the case of the initial Distribution Date, the Closing Date), after giving effect to all principal distributions to the Class B Noteholders on the preceding Distribution Dates; and

(2) the Class B Note Interest Shortfall for that Distribution Date.

“Class B Noteholders’ Principal Distribution Amount” means, for any Distribution Date, the amount by which (a) the Principal Distribution Amount for such Distribution Date exceeds (b) the Class A Noteholders’ Principal Distribution Amount for such Distribution Date; provided that the Class B Noteholders’ Principal Distribution Amount will not exceed the Outstanding Amount of the Class B Notes for such Distribution Date (before giving effect to any distributions on such Distribution Date).

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 $[____] Floating Rate Class B Student Loan-Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A thereto.

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

“Clearing Agency” means DTC, Euroclear or Clearstream, Luxembourg, as applicable, or another organization registered as a “clearing agency” pursuant to applicable law.  The initial Clearing Agency for each class of Notes shall be DTC and the 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.

Appendix A-10

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme, Luxembourg or any successor thereto.

“Closing Date” means [________, 20__].

“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 (i) $[_______] plus (ii) $[___] (representing the excess, if any, 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 not deposited into the Supplemental Purchase Account).

“Collection Period” means, with respect to the first Distribution Date, the period beginning on the Closing Date and ending on [________, 20__], and with respect to each subsequent Distribution Date the Collection Period means the calendar month immediately preceding such Distribution Date.

“Commission” means the Securities and Exchange Commission.

“Common Depository” means DTC, Clearstream, Luxembourg and Euroclear, as applicable.

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

“Corporate Trust Office” means (i) with respect to the Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the Closing Date is located at [______________] (telephone: [___________]; facsimile: [_______________] 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); (ii) with respect to the Eligible Lender Trustee, the corporate trust office of the Eligible Lender Trustee located at [______________], Attention: [______________]; telephone: [______________], facsimile [______________] 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) and (iii) with respect to the Delaware Trustee, the principal Delaware address located at [______________], Attention: [______________], telephone: [______________], facsimile: [______________] or at such other address as the Delaware Trustee may designate by notice to the Depositor, or the principal Delaware address of any successor Delaware Trustee (the address of which the successor Delaware Trustee will notify the Administrator and the Depositor).

Appendix A-11

“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.

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

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

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

“Delaware Trustee” means [______________], a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement.  “Delaware Trustee” shall also mean each successor Delaware Trustee as of the qualification of such successor as Delaware Trustee under the Trust Agreement.

“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” (as defined in Section 9 - 102(a)(47) of the UCC) and are susceptible of physical delivery, physical delivery thereof to the Indenture Trustee endorsed to the Indenture Trustee or endorsed in blank, and, with respect to a “certificated security” (as defined in Section 8-102(a)(4) of the UCC) (i) delivery of such certificated security endorsed to, or registered in the name of, the Indenture Trustee “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) , or endorsed in blank, and, in the case of delivery to a securities intermediary, the making by such securities intermediary of book entries sufficient to cause the Indenture Trustee to become the “entitlement holder” (as defined in Section 8 - 102(a)(4) of the UCC with respect to such certificated security, or (ii) 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 book-entries sufficient to cause a securities intermediary become the entitlement holder with respect to such certificated security and the making by such securities intermediary of book entries sufficient to cause the Indenture Trustee to become the entitlement holder with respect thereto (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, consistent with changes in applicable law or regulations or the interpretation thereof;

(b)           with respect to any security issued or guaranteed 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 (collectively, “Federal Book-Entry Securities”), 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

Appendix A-12

security to a participant’s book-entry account of the Indenture Trustee or its securities intermediary at a Federal Reserve Bank (a “Participant’s Account”), and, in the case of such Federal Book-Entry Securities credited to a Participant’s Account of a securities intermediary, the making by such securities intermediary of book-entries sufficient to cause the Indenture Trustee to become the entitlement holder with respect thereto; and

(c)           with respect to any item of Trust Account Property that is an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC), registration on the books and records of the issuer thereof in the name of the Indenture Trustee or a securities intermediary, and, in the case of registration in the name of a securities intermediary, the making by such securities intermediary of book-entries sufficient to cause the Indenture Trustee to become the entitlement holder with respect thereto.

“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 Agreement” means the Note Depository Agreement.

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

“Distribution Date” means the [__] day of each calendar month, or, if such day is not a Business Day, the immediately following Business Day, commencing in [____], 20[__].

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

“DTC Custodian” means [____].

“Eligible Deposit Account” means 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.

“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 “[__]” or a short-term senior unsecured debt or certificate of deposit rating of “[__]” or better by [S&P] and (B)(1) a long-term senior unsecured debt rating of “[__]” or better and (2) a short-term senior unsecured debt rating of “[__]” or better by [Moody’s], and (C) a long-term senior unsecured debt rating of “[__]” or a short-term senior unsecured debt rating of “[__]” by [Fitch], or any other long-term, short-term or certificate of deposit rating with respect to which the

Appendix A-13

Rating Agency Condition has been satisfied; provided that clauses (A), (B) and (C) shall only apply if the applicable rating agency is then rating the Notes, and (ii) whose deposits are insured by the FDIC.  If so qualified, the Eligible Lender Trustee or the Indenture Trustee may be considered an Eligible Institution.

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

(a)  direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America, [the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association], 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

Appendix A-14

thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above;

(g) Eligible Repurchase Obligations; and

(h) 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] shall be considered to be rated by each of the Rating Agencies in the highest investment category granted thereby.

“Eligible Lender Trustee” means [__________________], 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]; provided that such short-term debt ratings shall only apply if the applicable Rating Agency is then rating the Notes.

“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.

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

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

“European Clearing Systems” means Euroclear or Clearstream, Luxembourg.

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

Appendix A-15

“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(m) 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.

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

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

Appendix A-16

“Floor Income Rebate Account Release Amount” means, for each related Distribution Date as described in Section 8.2(m) of the Indenture, all amounts on deposit in the Floor Income Rebate Account at the end of the Collection Period preceding such Distribution Date.

“Funding Interim Trust Agreement” means the Interim Trust Agreement, dated as of [________], 20[___], between the Depositor and the Interim Eligible Lender Trustee.

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

“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 related 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.

“Indenture” means the Indenture dated as of [________], 20[___], among the Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture Trustee.

Appendix A-17

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

“Indenture Trustee” means [____________], not in its individual capacity but solely as indenture 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 Maturity” means, with respect to any Accrual Period, a period of time equal to [___] month[s] and/or [___] months, as applicable, commencing on the first day of that Accrual Period.

“Initial Accrual Rate” means, for the Class A Notes and the Class B Notes and any 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 + [ [___] / [___] * (Y-X) ]

where:

X = [___] -Month LIBOR, and

Y = [___] -Month LIBOR.

“Initial Cutoff Date” means [_____], 20[__].

“Initial Cutoff Date Pool Balance” means, as of the Initial Cutoff Date and with respect to the Initial Trust Student Loans, $[____], representing the estimated Pool Balance as of the Initial Cutoff Date.

Appendix A-18

“Initial Pool Balance” means (1) the Initial Cutoff Date Pool Balance plus (2) the Supplemental Purchase Account Initial Deposit.

“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.

[“Interest Rate Cap Agreement Collateral Account” means the account designated as such, established and maintained pursuant to Section 3.1B of the Indenture.]

[“Interest Rate Cap Agreement Collateral Account Initial Deposit” shall mean $0.]

[“Interest Rate Cap Collateral” has the meaning specified in Section 3.1B of the Indenture.]

[“Interest Rate Cap Credit Support Agreement” has the meaning specified in Section 3.1B of the Indenture.]

“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 [____________], 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 each of the Funding Interim Trust Agreement, the [Bluemont Funding Interim Trust Agreement, the Town Center Funding Interim Trust Agreement,  the Town Hall Funding Interim Trust Agreement, and the VL Funding Interim Trust Agreement].

Appendix A-19

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

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

“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.

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

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

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

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

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

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

[“Luxembourg Listing Agent” means, initially, [_____________].]

[“Luxembourg Paying Agent” means, initially, [_____________].]

“Minimum Purchase Amount” means an amount that would be sufficient to (i) reduce the Outstanding Amount of each class of 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.

[“Moody’s” means Moody’s Investors Service, Inc. or any successor Rating Agency.]

Appendix A-20

“Note Depository Agreement” means the Letter of Representations, dated as of [_______], 20[__] among the Trust, the Eligible Lender Trustee and the Indenture Trustee in favor of DTC.

“Note Final Maturity Date” means the Class A-1 Maturity Date, the Class A-2 Maturity Date or the Class B Maturity Date, as applicable.

“Note Interest Shortfall” means the Class A Note Interest Shortfall, if any, and/or the Class B Note Interest Shortfall, 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 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 the Person in whose name a Note is registered in the Note Register.

“Note” means a Class A-1 Note, a Class A-2 Note or a Class B Note.

“Notes” means the collective reference to the Class A Notes and the Class B Notes.

“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 Authorized Officer of the Depositor, the Administrator or the Servicer, as applicable.

“One-Month LIBOR”, “Two-Month LIBOR” and “Three-Month LIBOR” means, with respect to any Accrual Period, the London interbank offered rate for deposits in U.S. Dollars

Appendix A-21

having the Index Maturitywhich appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. London time, on the related LIBOR Determination Date, as determined by the Administrator.  If this rate does not appear on Reuters Screen LIBOR01 Page, or on such comparable service as is customarily used to quote LIBOR, 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 Index Maturity in effect for the previous Accrual Period.  All percentages resulting from such calculations shall be rounded, if necessary, to the nearest 1/100,000 of 1%, or 0.0000001, with five one-millionths of a percentage point being rounded upward.

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

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

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

Appendix A-22

(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.

[“Overcollateralization Percentage” means [___]%, calculated to equal the sum of the Initial Pool Balance and the initial deposits into the Capitalized Interest Account and the Reserve Account, each as of the Closing Date, divided by the Outstanding Amount of the Notes as of the Closing Date.]

“Paying Agent” means, with respect to the Notes,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.

“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.

“PLUS Loan” means a Loan that was made pursuant to the PLUS Program established under Section 428B of the Higher Education Act (or predecessor provisions).

“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:

Appendix A-23

(a) all payments received by the Trust through that date from Obligors, 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, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL 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%, from 99% to 97%, or from and to such other applicable percentages as are required by the risk sharing provisions of the Higher Education Act.

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

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

“Principal Distribution Amount” means, for any Distribution Date, the amount, not less than zero, by which (a) the aggregate Outstanding Amount of the Notes immediately prior to such Distribution Date exceeds (b) the Adjusted Pool Balance for such Distribution Date less the Specified Overcollateralization Amount.  Notwithstanding the foregoing, (i) on or after the related Note Final Maturity Date, the Principal Distribution Amount shall not be less than the amount that is necessary to reduce the Outstanding Amount of the related class of Notes to zero, and (ii) the Principal Distribution Amount shall not exceed the aggregate Outstanding Amount of the Notes as of any Distribution Date (before giving effect to any distributions on such Distribution Date).

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

“Prospectus” means the collective reference to the Base Prospectus dated [____], 20[__] and the Prospectus Supplement dated [____], 20[__].

“Purchase Agreement” means each of the SLM ECFC Purchase Agreement, the [Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement or the VL Funding Purchase Agreement], each dated as of [____], 20[__].

Appendix A-24

“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 3.5A or 3.5H of the Servicing Agreement or repurchased by the Depositor pursuant to Section 6 of the Sale Agreement, purchased by the Servicer pursuant to Section 6.1 of the Administration Agreement, repurchased by SLM ECFC pursuant to Section 6 of the SLM ECFC Purchase Agreement, repurchased by [Bluemont Funding pursuant to Section 6 of the Bluemont Funding Purchase Agreement, repurchased by Town Center Funding pursuant to Section 6 of the Town Center Funding Purchase Agreement, repurchased by Town Hall Funding pursuant to Section 6 of the Town Hall Funding Purchase Agreement repurchased by VL Funding pursuant to Section 6 of the VL 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.

“Rating Agency” means each of [Fitch], [Moody’s] and [S&P], so long as such organization is then rating the Notes.  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, written 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 [other than ____], 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 and the Indenture Trustee in writing that such proposed action will not result in and of itself in the reduction or withdrawal of its then - current rating of any class of Notes.

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

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

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

Appendix A-25

“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 Rate to but excluding the Redemption Date.

“Reference Banks” means four major banks in the London interbank market, as selected by the Administrator.

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

“Regulation AB” means  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

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

“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 $[_________].

“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.

“Reuters Screen LIBOR01 Page” means the display page so designated on the Reuters Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

[“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor.]

“Sale Agreement” means the Sale Agreement Master Securitization Terms Number 1000, dated as of [____], 20[__], 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.

Appendix A-26

“Sarbanes Certification” means the certification required by Rules 13a-14(d) and 15(d)-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes Oxley Act of 2002).

“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).

“Serial Loan” means an additional student loan which is made to a borrower who is also a borrower under at least one Trust Student Loan.

“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’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 [____], 20[__], among the Trust, the Eligible Lender Trustee, the Servicer, the Administrator and the Indenture Trustee.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“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 [____], 20[__], among SLM ECFC, the Interim Eligible Lender Trustee and the Depositor, as well as each purchase agreement entered into thereunder.

“SLS Loan” means a Loan which was made pursuant to the Supplemental Loans for Students Program established under Section 428A of the Higher Education Act or predecessor provisions), including Loans referred to as ALAS Loans or Student PLUS Loans.

“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 Overcollateralization Amount” means for any Distribution Date, the greater of:

(a)           [____]% of the Adjusted Pool Balance for that Distribution Date; and

(b)           $[____].]

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

Appendix A-27

(a) (i) for any Distribution Date occurring prior to the [____], 20[__] Distribution Date, [____]% of the Pool Balance as of the end of the related Collection Period, and (ii) for any Distribution Date occurring on or after the [____], 20[__] Distribution Date, [____]% of the Pool Balance as of the end of the related Collection Period; and

(b) $[____];

providedthat in no event will that balance exceed the Outstanding Amount of the Notes.

“Spread” means, for any Accrual Period, the amount over or below [One] Month LIBOR, expressed as a percentage, used to calculate the applicable Note Rates for the related accrual period.  As of the Closing Date, the Spread will equal [___]% over [One] Month LIBOR.

“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 [____], 20[__].

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

“Subcontractor”  means any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the student loan-backed securities market) of Trust Student Loans but performs one or more of the discrete functions identified in Item 1122(d) of Regulation AB with respect to the Trust Student Loans under the direction or authority of the Administrator, Servicer or Indenture Trustee (as applicable).

“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.

[“Subservicer” shall mean any Person that services the Trust Student Loans on behalf of the Administrator, Servicer or Indenture Trustee (as applicable) and is responsible for the performance (whether directly or through other Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Administrator, Servicer or Indenture Trustee (as applicable) that are identified in Item 1122(d) of Regulation AB.  Initially, [_________], shall be the Subservicer, pursuant to the Subservicing Agreement.]

[“Subservicing Agreement” means that Omnibus Subservicing Agreement, dated as of [____], 20[__], among [_________], as subservicer, and Sallie Mae, Inc., as master servicer (in such capacity, the “Master Servicer”) and as Administrator (the “Omnibus Subservicing Agreement”), as supplemented by the SLM Student Loan Trust 20[__]-[__] Supplement to the Omnibus Subservicing Agreement, dated as of [____], 20[__], among the Depositor, the Subservicer, the Master Servicer, the Administrator, the Issuer and the Eligible Lender Trustee.]

Appendix A-28

“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.

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

“Supplemental Purchase Account Initial Deposit” means $[_____], 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 on [____], 20[__].

[“Swap Agreement” means an interest rate swap agreement documented under a 1992 ISDA Master Agreement (Multicurrency-Cross Border), by and between the Trust and the Swap Counterparty, dated as of [_____], 20[__], including the related schedule thereto, the Swap Agreement Credit Support Agreement and the Swap Confirmation.]

[“Swap Agreement Collateral Account” means an account designated as such, established and maintained pursuant to Section 3.1A of the Indenture.]

[“Swap Agreement Credit Support Agreement” has the meaning specified in Section 3.1A of the Indenture.]

[“Swap Collateral” has the meaning specified in Section 3.1A of the Indenture.]

[“Swap Confirmation” means the swap confirmation relating to each Swap Agreement.]

[“Swap Counterparty” means each of [________] and [________], together with any successors and permitted assigns under the related Swap Agreement.]

[“Swap Payment” means, with respect to each Distribution Date, the amount payable to any Swap Counterparty by the Trust for such date (other than Swap Termination Payments) as specified in the related Swap Agreement.]

[“Swap Termination Event” shall have the meaning assigned to the defined term “Termination Event” in the related Swap Agreement.]

[“Swap Termination Payments” has the meaning assigned to the defined term “Termination Payment” in the related Swap Agreement.]

Appendix A-29

[“Town Center Funding” means Town Center Funding LLC.]

[“Town Center Funding Eligible Lender Trustee” means [________________], a national banking association, not in its individual capacity but solely as interim eligible lender trustee for the benefit of Town Center Funding under the Town Center Funding Interim Trust Agreement.]

[“Town Center Funding Interim Trust Agreement” means the Interim Trust Agreement dated as of [____], 20[__], between Town Center Funding and the Town Center Funding Eligible Lender Trustee.]

[“Town Center Funding Purchase Agreement” means the Purchase Agreement Master Securitization Terms Number 1000, dated as of[____], 20[__], among Town Center Funding, the Town Center Funding Interim Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Servicer and the Depositor, as well as each purchase agreement entered into thereunder.]

[“Town Hall Funding” means Town Hall Funding LLC.]

[“Town Hall Funding Eligible Lender Trustee” means [__________], a national banking association, not in its individual capacity but solely as interim eligible lender trustee for the benefit of Town Hall Funding under the Town Hall Funding Interim Trust Agreement.  ]

[“Town Hall Funding Interim Trust Agreement” means the Interim Trust Agreement dated as of [____], 20[__], between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee.]

[“Town Hall Funding Purchase Agreement” means the Purchase Agreement Master Securitization Terms Number 1000, dated as of [____], 20[__], among Town Hall Funding, the Town Hall Funding Interim Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Servicer and the Depositor, as well as each purchase agreement entered into thereunder.]

“Transfer” means 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.

“Trust” means SLM Student Loan Trust 20[___] [___], 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 Collection Account Initial Deposit, the Borrower Benefit Account Initial Deposit and all earnings on and proceeds of the foregoing.

Appendix A-30

“Trust Accounts” has the meaning specified in Section 2.3(b) of the Administration Agreement [, and shall include any Swap Agreement Collateral Account and any Interest Rate Cap Agreement Collateral Account].

“Trust Agreement” means the short-form trust agreement, dated as of [____], 20[__], as amended and restated pursuant to an Amended and Restated Trust Agreement, dated as of [____], 20[__] among the Depositor, the Eligible Lender Trustee, the Delaware 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 Interest Rate Cap Agreement and each Swap Agreement (including the security interest in any Interest Rate Cap Collateral or Swap Collateral delivered under any Interest Rate Cap Agreement or any Swap Agreement, as applicable)] 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.

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

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

“Underwriter” means each of [__________], [__________] and [__________].

[“VL Funding” means VL Funding LLC.]

Appendix A-31

[“VL Funding Eligible Lender Trustee” means [__________], a national banking association, not in its individual capacity but solely as interim eligible lender trustee for the benefit of VL Funding under the VL Funding Interim Trust Agreement.  ]

[“VL Funding Interim Trust Agreement” means the Interim Trust Agreement dated as of [____], 20[__], between VL Funding and the VL Funding Eligible Lender Trustee.]

[“VL Funding Purchase Agreement” means the Purchase Agreement Master Securitization Terms Number 1000, dated as of [____], 20[__], among VL Funding, the VL Funding Interim Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Servicer and the Depositor, as well as each purchase agreement entered into thereunder.]

Appendix A-32

SCHEDULE A

Schedule of Trust Student Loans

[See Schedule A to the Bill of Sale

(Attachment B to the Sale Agreement)]

Schedule A-1

SCHEDULE B

Location of  Trust Student Loan Files

[See Attachment B to the Servicing Agreement)]

Schedule B-1

EXHIBIT A

[FORM OF] CLASS [__] NOTE

SEE REVERSE FOR CERTAIN DEFINITIONS

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer (as defined below) or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.

NUMBER	PRINCIPAL AMOUNT:  $[_______]
[__]	CUSIP NO.:  [_______]
	ISIN:  [_______]
	EUROPEAN COMMON CODE:  [_______]

Exhibit A-1

SLM STUDENT LOAN TRUST 20[__]-[__]

[FLOATING/FIXED] RATE CLASS [__] STUDENT LOAN-BACKED NOTES

SLM Student Loan Trust 20[__]-[__], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [____________] ($[_______]) payable on each Distribution Date in an amount equal to the aggregate amount, if any, payable to the Class [__] Noteholders on such Distribution Date in respect of principal of the Notes pursuant to Section 3.1 of the Indenture dated as of [_______], 20[__] (the “Indenture”), among the Issuer, [____________], as Eligible Lender Trustee on behalf of the Issuer, and [____________], as Indenture Trustee (the “Indenture Trustee”) (capitalized terms used but not defined herein being defined in Appendix A to the Indenture, which also contain rules as to usage that shall be applicable herein); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the [_______], 20[__] Distribution Date (the “Class [__] Maturity Date”).

The Issuer shall pay interest on this Note at the rate per annum equal to the Class [__] Rate (as defined on the reverse hereof), on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.1 of the Indenture.  Interest on this Note shall accrue from and including the immediately preceding Distribution Date (or, in the case of the first Accrual Period, the Closing Date) to but excluding the following Distribution Date (each an “Accrual Period”).  Interest shall be calculated on the basis of the actual number of days elapsed in each Accrual Period divided by 360.  Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Exhibit A-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below.

SLM STUDENT LOAN TRUST 20[__]-[__]

By: [_________________], not in its individual

capacity but solely as Eligible Lender Trustee under the Trust Agreement

By:____________________________         

Authorized Signatory

Date:  [_______], 20[__]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

[_________________],

not in its individual capacity but solely as

Indenture Trustee

By:  __________________________________________       

Authorized Signatory

Date:  [_______], 20[__]

Exhibit A-3

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [Floating/Fixed] Rate Class [__] Student Loan-Backed Notes (the “Notes”), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee, the Eligible Lender Trustee and the Noteholders.  The Notes are subject to all terms of the Indenture.

This Note is secured equally and ratably with the Collateral pledged as security therefore as provided in the Indenture.  On any Distribution Date, interest on the Class A Notes will be paid prior to interest on the Class B Notes.  On any Distribution Date, the principal on the Class A Notes will be paid to the Class A Notes, up to the applicable Class A Noteholders’ Principal Distribution Amount. Thereafter, on any Distribution Date, principal on the Class B Notes will be paid to the Class B Notes up to the applicable Class B Noteholders’ Principal Distribution Amount.  Payment priorities following the occurrence and during the continuation of an Event of Default will change as described in the Indenture.

Principal of the Class [__] Notes shall be payable on each Distribution Date in an amount described on the face hereof.  “Distribution Date” means the [__]th day of each calendar month or, if any such date is not a Business Day, the next succeeding Business Day, commencing [_______], 20[__].

As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Class [__] Maturity Date.  Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (i) an Event of Default shall have occurred and be continuing and (ii) the Indenture Trustee or the Noteholders representing not less than a majority of the Outstanding Amount of the Notes shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture.  All principal payments on the Class [__] Notes shall be made pro rata to the Noteholders entitled thereto.

Interest on the Class [__] Notes shall be payable on each Distribution Date on the principal amount outstanding of the Class [__] Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class [__] Rate.  The “Class [__] Rate” for each Accrual Period, other than the initial Accrual Period, shall be equal to One-Month LIBOR as determined on the second Business Day before the beginning of that Accrual Period [plus/minus] [__]%.  The interest for the initial Accrual Period shall be as set forth in the definition of Class [__] Rate contained in Appendix A to the Indenture.

If Definitive Notes have been issued as of the applicable Record Date, then payments of interest on this Note on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register on the Record Date.  Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment, and the mailing of such check shall constitute payment of the amount thereof regardless of

Exhibit A-4

whether such check is returned undelivered.  With respect to Notes registered on the applicable Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), unless Definitive Notes have been issued, payments shall be made by wire transfer in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Noteholder hereof as of the preceding Record Date by notice mailed no later than five days prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the Borough of Manhattan, The City of New York.

The Issuer shall pay interest on overdue installments of interest on this Note at the Class [__] Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note shall be registered  on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder hereof or his 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), and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount shall be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection 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.

Exhibit A-5

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that for federal, state and local income and franchise tax, and financial accounting, purposes, (a) the Notes will constitute indebtedness of the Issuer and (b) the Excess Distribution Certificateholder will be treated as owning all of the assets, and assuming (but without assuming personal recourse to such Certificateholder) all of the liabilities (including the Notes), of the Issuer and shall in all events take positions consistent with, and in no event take a position inconsistent with, the provisions described in clauses (a) and (b) in the preparation of any returns and reports, and with respect to any audit or controversy, as to which either of the positions described in clauses (a) or (b) above would be relevant.

Upon acquisition or transfer of this Note or a beneficial interest in this Note, as the case may be, 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.

Each Noteholder or Note Owner, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will 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, the Indenture or the other Basic Documents.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of the Noteholders representing a majority of the Outstanding Amount of all Notes at the time outstanding.  The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of all the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past

Exhibit A-6

defaults under the Indenture and their consequences.  Any such consent or waiver by the holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither [____], in its individual capacity, [____], in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture; it being expressly understood that said covenants, obligations and indemnifications have been made by the Eligible Lender Trustee for the sole purpose of binding the interests of the Eligible Lender Trustee in the assets of the Issuer.  The Noteholder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Exhibit A-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

___________________________________________________________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

___________________________________________________________________________

                                                          (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

___________________________________________________________________________

attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:_____________________

*/

Signature Guaranteed:

*/

__________________

*/           NOTICE:  The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in 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 Securities Exchange Act of 1934, as amended.

Exhibit A-8

EXHIBIT B

Form of Note Depository Agreement

[Applicable DTC Form to be utilized]

Exhibit B-1

 EXHIBIT C

Servicing Criteria To Be Addressed In Assessment Of Compliance

The assessment of compliance to be delivered by [_________], as Indenture Trustee, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Reference	Criteria	Applicability
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.	N/A
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	N/A
1122(d)(1)(iii)	Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the Basic Documents.	N/A
	Cash Collection and Administration
1122(d)(2)(i)	Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in Basic Documents.	N/A
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.	N/A
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.	N/A
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	N/A
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	N/A
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.	N/A
	Investor Remittances and Reporting

Exhibit C-1

Reference	Criteria	Applicability
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.	N/A
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.	N/A
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.	N/A
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	N/A
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.	N/A
1122(d)(4)(ii)	Student loan and related documents are safeguarded as required by the Basic Documents.	N/A
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.	N/A
1122(d)(4)(iv)	Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.	N/A
1122(d)(4)(v)	The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	N/A
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.	N/A
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.	N/A
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	N/A
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.	N/A
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.	N/A

Exhibit C-2

Reference	Criteria	Applicability
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.	N/A
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	N/A
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.	N/A
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.	N/A
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.	N/A

Exhibit C-3

EX-4.2

Exhibit 4.2

[FORM OF] AMENDED AND RESTATED TRUST AGREEMENT

among

SLM FUNDING LLC,

as Depositor

[______________],

not in its individual capacity but solely

as Eligible Lender Trustee,

[______________],

not in its individual capacity but solely

as Delaware Trustee

and

[______________],

not in its individual capacity but solely

as Indenture Trustee

acting as

Excess Distribution Certificate Paying Agent and Excess Distribution Certificate Registrar

SLM Student Loan Trust 20[__]-[__]

Dated as of [______, 20__]

TABLE OF CONTENTS

		Page
ARTICLE I		1
SECTION 1.1	Definitions and Usage	1
ARTICLE II	ORGANIZATION	1
SECTION 2.1	Creation of Trust; Name	1
SECTION 2.2	Office	1
SECTION 2.3	Purposes and Powers	2
SECTION 2.3A	Covenants of the Trust.	3
SECTION 2.4	Appointment of Eligible Lender Trustee and Delaware Trustee	3
SECTION 2.5	Initial Capital Contribution of Trust Estate	3
SECTION 2.6	Declaration of Trust	4
SECTION 2.7	Liability of the Excess Distribution Certificateholder	4
SECTION 2.8	Title to Trust Property	4
SECTION 2.9	Representations, Warranties and Covenants of the Depositor	4
SECTION 2.10	[Reserved]	5
SECTION 2.11	Authorization of the Administrator	5
ARTICLE III	BENEFICIAL OWNERSHIP AND EXCESS DISTRIBUTION CERTIFICATE	5
SECTION 3.1	Initial Beneficial Ownership	5
SECTION 3.2	Corporate Trust Office	6
SECTION 3.3	The Excess Distribution Certificate	6
ARTICLE IV	ACTIONS BY ELIGIBLE LENDER TRUSTEE	11
SECTION 4.1	Prior Notice to the Excess Distribution Certificateholder With Respect to Certain Matters	11
SECTION 4.2	Action with Respect to Sale of the Trust Student Loans	12
SECTION 4.3	Action with Respect to Bankruptcy	12
SECTION 4.4	Restrictions	12
ARTICLE V	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	12
SECTION 5.1	Application of Trust Funds	12
SECTION 5.2	Method of Payment	12
SECTION 5.3	No Segregation of Moneys; No Interest	13
SECTION 5.4	Reports to the Excess Distribution Certificateholder, the Internal Revenue Service and Others	13

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ARTICLE VI	AUTHORITY AND DUTIES OF ELIGIBLE LENDER TRUSTEE	13
SECTION 6.1	General Authority	13
SECTION 6.2	General Duties	14
SECTION 6.3	Action Upon Instruction	14
SECTION 6.4	No Duties Except as Specified in this Agreement or in Instructions	15
SECTION 6.5	No Action Except Under Specified Documents or Instructions	15
SECTION 6.6	Restrictions	15
ARTICLE VII	CONCERNING THE ELIGIBLE LENDER TRUSTEE AND THE DELAWARE TRUSTEE	16
SECTION 7.1	Acceptance of Trusts and Duties	16
SECTION 7.2	[Reserved]	17
SECTION 7.3	Representations and Warranties of the Eligible Lender Trustee and the Delaware Trustee	17
SECTION 7.4	Reliance; Advice of Counsel	18
SECTION 7.5	Not Acting in Individual Capacity	19
SECTION 7.6	Eligible Lender Trustee and Delaware Trustee Not Liable for Excess Distribution Certificate or Trust Student Loans	19
SECTION 7.7	Eligible Lender Trustee or Delaware Trustee May Own Notes	20
SECTION 7.8	Duties of the Delaware Trustee	20
ARTICLE VIII	COMPENSATION AND INDEMNITY OF THE TRUSTEES	20
SECTION 8.1	Eligible Lender Trustee’s and Delaware Trustee’s Fees and Expenses	20
SECTION 8.2	Payments to the Eligible Lender Trustee and to the Delaware Trustee	20
SECTION 8.3	Indemnity	21
ARTICLE IX	TERMINATION OF TRUST AGREEMENT	21
SECTION 9.1	Termination of Trust Agreement	21
ARTICLE X	SUCCESSOR ELIGIBLE LENDER TRUSTEES  AND DELAWARE TRUSTEES AND ADDITIONAL ELIGIBLE LENDER TRUSTEES AND DELAWARE TRUSTEES	21
SECTION 10.1	Eligibility Requirements for Eligible Lender Trustee and Delaware Trustee	21
SECTION 10.2	Resignation or Removal of Eligible Lender Trustee or the Delaware Trustee	22

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SECTION 10.3	Successor Eligible Lender Trustee or Delaware Trustee	23
SECTION 10.4	Merger or Consolidation of Eligible Lender Trustee or Delaware Trustee	24
SECTION 10.5	Appointment of Co-Eligible Lender Trustee or Separate Eligible Lender Trustee	24
ARTICLE XI	MISCELLANEOUS	25
SECTION 11.1	Supplements and Amendments	25
SECTION 11.2	No Legal Title to Trust Estate in the Excess Distribution Certificateholder	26
SECTION 11.3	Limitations on Rights of Others	26
SECTION 11.4	Notices	27
SECTION 11.5	Severability	27
SECTION 11.6	Separate Counterparts	27
SECTION 11.7	Successors and Assigns	27
SECTION 11.8	No Petition	27
SECTION 11.9	No Recourse	28
SECTION 11.10	Headings	28
SECTION 11.11	Governing Law	28
SECTION 11.12	Waiver of Jury Trial	28
ARTICLE XII	COMPLIANCE WITH REGULATION AB	28
SECTION 12.1	Intent of the Parties; Reasonableness	28
Exhibit A	Form of Excess Distribution Certificate
Exhibit B	Form of Certificate of Trust
Exhibit C	Form of Transferor Letter
Exhibit D-1	Form of Transferee Letter (Non-Rule 144A)
Exhibit D-2	Form of Transferee Letter (Rule 144A)

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AMENDED AND RESTATED TRUST AGREEMENT dated as of [______, 20__], among SLM FUNDING LLC, a Delaware limited liability company, as the Depositor, [___________], not in its individual capacity but solely as the eligible lender trustee (the “Eligible Lender Trustee”), [___________], a Delaware banking corporation, not in its individual capacity but solely as the Delaware Trustee, and [___________], not in its individual capacity but solely as the indenture trustee (the “Indenture Trustee”), acting as the Excess Distribution Certificate Paying Agent and Excess Distribution Certificate Registrar hereunder.

WITNESSETH:

WHEREAS, the Depositor, the Eligible Lender Trustee and the Delaware Trustee are parties to the trust agreement dated as of [______, 20__] (the “Short-Form Trust Agreement”) pursuant to which a trust known as “SLM Student Loan Trust 20[__]-[__]” was established on [______, 20__].

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

NOW, THEREFORE, the Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, acting as Excess Distribution Certificate Paying Agent and the Excess Distribution Certificate Registrar, hereby agree as follows:

ARTICLE I

SECTION 1.1      Definitions and Usage.  Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture, dated as of [______, 20__] (the “Indenture”), among SLM Student Loan Trust 20[__]-[__] (the “Trust”), the Eligible Lender Trustee, and the Indenture Trustee, as may be amended or supplemented from time to time, which also contains rules as to usage that shall be applicable herein.

ARTICLE II

Organization

SECTION 2.1      Creation of Trust; Name.  There is hereby created a Trust which shall be located in the State of Delaware, and which shall be known as “SLM Student Loan Trust 20[__]-[__]”, in which name the Eligible Lender Trustee may conduct the functions of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.  The Trust shall constitute a statutory trust within the meaning of Section 3801(a) of the Delaware Statutory Trust Act for which the Eligible Lender Trustee has filed or has caused to be filed a certificate of trust with the Secretary of State of the State of Delaware pursuant to Section 3810(a) of the Delaware Statutory Trust Act.

SECTION 2.2      Office.  The Delaware office of the Trust shall be in care of the Delaware Trustee at its Corporate Trust Office referred to in Section 3.2 or at such other address

in Delaware as the Delaware Trustee may designate by written notice to the Depositor.  The general administrative office of the Trust shall be in care of the Eligible Lender Trustee at its Corporate Trust Office referred to in Section 3.2 or at such other address as the Eligible Lender Trustee may designate by written notice to the Depositor.

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

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

(ii)      with the proceeds received from the sale of the Notes, (A) to fund the Reserve Account pursuant to Section 2.9 of the Administration Agreement, [(B) to fund the Capitalized Interest Account pursuant to Section 2.10(a) of the Administration Agreement,] to fund the Supplemental Purchase Account pursuant to Section 2.10(d) of the Administration Agreement, to fund the Borrower Benefit Account, if any, pursuant to Section 2.10(f) of the Administration Agreement and to fund the Floor Income Rebate Account, if any, pursuant to Section 2.10(g) of the Administration Agreement, (C) to make the Collection Account Initial Deposit pursuant to Section 2.10(c) of the Administration Agreement and (D) to purchase (x) the Initial Trust Student Loans on the Closing Date and (y) any Additional Trust Student Loans during the Supplemental Purchase Period;

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

(iv)      to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party, [including, but not limited to, making any payments that may be owed by the Trust under each Swap Agreement];

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

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

[(vii)    if so directed by the Administrator, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes.]

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

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The Trust is not intended to be a “business trust” for purposes of the United States Bankruptcy Code.

SECTION 2.3A Covenants of the Trust.   The Trust covenants and agrees to the following:

(a)      To maintain books and records separate from any other person or entity;

(b)      To maintain its accounts separate from those of any other person or entity, except as permitted by the Trust Agreement or any other Basic Document;

(c)      Not to commingle assets with those of any other entity, except as permitted by the Trust Agreement or any other Basic Document;

(d)      To conduct its own functions in its own name;

(e)      To maintain separate financial statements or records;

(f)      To pay its own liabilities out of its own funds, except as permitted by the Trust Agreement or any other Basic Document;

(g)      To maintain an arm’s-length relationship with its Affiliates;

(h)      To pay the salaries of its own employees and maintain a sufficient number of employees or adequate service providers in light of its contemplated business operations;

(i)      To allocate fairly and reasonably any overhead for shared office space;

(j)      To hold itself out as a separate entity; and

(k)      To correct any known misunderstanding regarding its separate identity.

SECTION 2.4      Appointment of Eligible Lender Trustee and Delaware Trustee.  The Depositor hereby appoints the Eligible Lender Trustee as trustee of the Trust, effective as of the date hereof, to have all the rights, powers and duties set forth herein and the Eligible Lender Trustee accepts such appointment.  The Depositor hereby appoints the Delaware Trustee as trustee of the Trust, effective as of the date hereof, for the sole purpose of satisfying Section 3807(a) of the Delaware Statutory Trust Act, and the Delaware Trustee hereby accepts such appointment.

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

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

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

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

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

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

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

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

(d)      The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Certificate of Formation or Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the

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creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.

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

(f)      The Depositor shall make available to the Eligible Lender Trustee (i) as soon as possible, and in any event within the time period allowed by the Commission to file such financials after the end of each fiscal year of the Depositor (or an affiliate), audited financials of the Depositor (or an affiliate) as at the end of and for such year and (ii) as soon as possible, and in any event within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Depositor (or an affiliate), unaudited financials of the Depositor (or an affiliate) as at the end of and for such period.

(g)      The Depositor shall make available to the Eligible Lender Trustee, as soon as possible after the delivery to the Department, a copy of the annual compliance audit of Sallie Mae, Inc. (or an affiliate), as required by Section 428(b)(1)(U) of the Higher Education Act.

(h)      The Depositor shall deliver to the Eligible Lender Trustee, on an annual basis, promptly after receipt thereof, copies of a SAS 70 report for Sallie Mae, Inc.

(i)      The Depositor shall promptly deliver to the Eligible Lender Trustee a copy of any program review audit that Sallie Mae, Inc. (or its affiliates) shall receive from the Department.

(j)      The Depositor shall deliver to the Eligible Lender Trustee, on a quarterly basis, evidence of payment of any FFEL Lenders’ Interest & Special Allowance (LaRS) payments paid to the Department in connection with the Trust Student Loans.

SECTION 2.10      [Reserved].

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

ARTICLE III

Beneficial Ownership and

Excess Distribution Certificate

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

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SECTION 3.2      Corporate Trust Office.  The Eligible Lender Trustee initially designates [________________], as its principal Corporate Trust Office, at which it shall act as trustee of the Trust.  The Delaware Trustee initially designates [________________] as its principal Corporate Trust Office, at which it shall act as trustee of the Trust.  The Excess Distribution Certificate Registrar’s New York office and its authenticating agent’s office are located at:

[________________]

[________________]

[________________]

[________________]

Attn:  [________________]

Telephone:  [______]

Facsimile:   [______]

SECTION 3.3      The Excess Distribution Certificate.

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

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

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

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

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

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

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

The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan, (ii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iii) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (ii) above.  By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

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(d)      Mutilated, Destroyed, Lost or Stolen Excess Distribution Certificate.  If (1) a mutilated Excess Distribution Certificate shall be surrendered to the Excess Distribution Certificate Registrar, or if the Excess Distribution Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of the Excess Distribution Certificate, and (2) there shall be delivered to the Excess Distribution Certificate Registrar and the Eligible Lender Trustee such security or indemnity as may be required by them to save each of them and the Trust harmless, then in the absence of notice that such Excess Distribution Certificate shall have been acquired by a bona fide purchaser, the Eligible Lender Trustee, on behalf of the Trust, shall execute and the Eligible Lender Trustee shall authenticate and deliver (or shall cause [_____________] as its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Excess Distribution Certificate, a new Excess Distribution Certificate of like tenor.  In connection with the issuance of any new Excess Distribution Certificate under this Section, the Eligible Lender Trustee and the Excess Distribution Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.  Any duplicate Excess Distribution Certificate issued pursuant to this paragraph shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Excess Distribution Certificate shall be found at any time.

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

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

(g)      Appointment of Excess Distribution Certificate Paying Agent.  The Excess Distribution Certificate Paying Agent shall make distributions to the Excess Distribution Certificateholder from the amounts received from the Indenture Trustee pursuant to Sections 2.8(m) and 2.9(f) of the Administration Agreement and shall report the amounts of such distributions to the Indenture Trustee (if the Excess Distribution Certificate Paying Agent is not the Indenture Trustee).  Any Excess Distribution Certificate Paying Agent shall have the revocable power to receive such funds from the Indenture Trustee for the purpose of making the distributions referred to above.  The Eligible Lender Trustee may revoke such power and remove the Excess Distribution Certificate Paying Agent if the Eligible Lender Trustee determines in its sole discretion that the Excess Distribution Certificate Paying Agent shall have failed to perform

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its obligations under this Agreement in any material respect.  The Excess Distribution Certificate Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Eligible Lender Trustee and consented to by the Administrator (which consent shall not be unreasonably withheld).  The Indenture Trustee shall be permitted to resign as Excess Distribution Certificate Paying Agent upon 30 days’ written notice to the Eligible Lender Trustee.  In the event that the Indenture Trustee shall no longer be the Excess Distribution Certificate Paying Agent, the Eligible Lender Trustee (at the written direction of the Administrator) shall appoint a successor to act as Excess Distribution Certificate Paying Agent (which shall be a bank or trust company).  The Eligible Lender Trustee shall cause such successor Excess Distribution Certificate Paying Agent or any additional Excess Distribution Certificate Paying Agent appointed by the Eligible Lender Trustee to execute and deliver to the Eligible Lender Trustee an instrument in which such successor Excess Distribution Certificate Paying Agent or additional Excess Distribution Certificate Paying Agent shall agree with the Eligible Lender Trustee that as Excess Distribution Certificate Paying Agent, such successor Excess Distribution Certificate Paying Agent or additional Excess Distribution Certificate Paying Agent will hold all sums, if any, held by it for payment to the Excess Distribution Certificateholder in trust for the benefit of such holder until such sums shall be paid to such holder.  The Excess Distribution Certificate Paying Agent shall return all unclaimed funds to the Eligible Lender Trustee and upon removal of an Excess Distribution Certificate Paying Agent such Excess Distribution Certificate Paying Agent shall also return all funds in its possession to the Eligible Lender Trustee.  The provisions of Articles VI and VIII of the Indenture shall apply to the Indenture Trustee also in its role as Excess Distribution Certificate Paying Agent, for so long as the Indenture Trustee shall act as Excess Distribution Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder.  Any reference in this Agreement to the Excess Distribution Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

(h)      Restrictions on Transfer of the Excess Distribution Certificate.

(i)  The Excess Distribution Certificate may be transferred to any Affiliate of the Depositor, without any requirement to provide any officer’s certificates or legal opinions that would otherwise be required if such proposed transfer was being made to a Person who is not an Affiliate of the Depositor; provided that, after the date hereof, upon the request of the Administrator, any such proposed transferee of the Excess Distribution Certificate that is an Affiliate of the Depositor shall provide to the Administrator an opinion of counsel to the effect that if such Affiliate were to become a debtor in a case under the United States Bankruptcy Code, a federal court with jurisdiction over such bankruptcy case, exercising reasonable judgment after full consideration of all relevant factors, would not order the substantive consolidation of the assets and liabilities of the Trust with those of such Affiliate.

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

(A)      The Excess Distribution Certificate has not been registered or qualified under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law.  No transfer, sale, pledge or other disposition of the Excess Distribution

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Certificate or any interest therein shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  In the event that a transfer is to be made without registration or qualification, the Eligible Lender Trustee shall require, in order to assure compliance with such laws, that the prospective transferor and transferee each certify to the Eligible Lender Trustee, the Excess Distribution Certificate Registrar, the Administrator, and, if it is not the proposed transferor, the Depositor, in writing, the facts surrounding the transfer.  Such certifications shall be substantially in the forms of ExhibitC hereto and ExhibitD-1 or D-2 hereto, as applicable.  In the event that such a transfer is to be made within two years from the date of the initial issuance of the Excess Distribution Certificate pursuant hereto (other than a transfer as to which the proposed transferee has provided a certificate in the form of Exhibit D-2), the Eligible Lender Trustee in its sole discretion, may require that there shall also be delivered to the Eligible Lender Trustee, the Excess Distribution Certificate Registrar, the Administrator, or, if it is not the proposed transferor, the Depositor, at the expense of the transferor, an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and such state securities laws.  Any such opinion of counsel shall not be an expense of the Eligible Lender Trustee, the Excess Distribution Certificate Registrar, the Administrator, and, if it is not the proposed transferor, the Depositor.  None of the Depositor, the Administrator or the Eligible Lender Trustee is obligated to register or qualify the Excess Distribution Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of the Excess Distribution Certificate without registration or qualification.  Any such Excess Distribution Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Eligible Lender Trustee, the Excess Distribution Certificate Registrar, the Administrator, and, if it is not the proposed transferor, the Depositor, against any liability that may result if the transfer is not so exempt or is made in accordance with such applicable federal and state laws.

(B)      No transfer of the Excess Distribution Certificate will be registered by the Eligible Lender Trustee or the Excess Distribution Certificate Registrar unless the Eligible Lender Trustee, the Excess Distribution Certificate Registrar, the Administrator, and, if it is not the proposed transferor, the Depositor receives a representation from the proposed transferee of the Excess Distribution Certificate, substantially in the form of Exhibit D-1 or D-2, as the case may be, that such transferee is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the restrictions set forth in the final paragraph of Section 3.3(c) above.  If any proposed transferee shall become an Excess Distribution Certificateholder in violation of these provisions, then the last preceding permitted transferee shall be restored, to the extent permitted by law, to all rights as Excess Distribution Certificateholder, retroactive to the date of registration of such transfer of the Excess Distribution Certificate.  Neither the Eligible Lender Trustee nor the Excess Distribution Certificate Registrar shall have any liability to any person for any registration or transfer of the Excess Distribution Certificate that is not permitted or for making any payments due on the Excess Distribution Certificate to the holder thereof or for taking any action with respect to such holder under this Agreement.  Any proposed transferee who becomes an Excess Distribution Certificateholder shall agree to indemnify

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the Eligible Lender Trustee, the Excess Distribution Certificate Registrar, [each Swap Counterparty,] the Administrator, and, if it is not the proposed transferor, the Depositor, against any loss, damage or penalty incurred as a result of the transfer of the Excess Distribution Certificate to such proposed transferee in violation of such restrictions.

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

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

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

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

ARTICLE IV

Actions by Eligible Lender Trustee

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

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

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

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

(d)      [the amendment of any Swap Agreement in circumstances where the consent of any class of Noteholders is required or in circumstances where the consent of the Noteholders is not required but where such amendment materially adversely affects the interest of the Excess Distribution Certificateholder.]

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

SECTION 4.3      Action with Respect to Bankruptcy.  The Eligible Lender Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Excess Distribution Certificateholder and the delivery to the Eligible Lender Trustee by the Excess Distribution Certificateholder of a certificate certifying that the Excess Distribution Certificateholder reasonably believes that the Trust is insolvent; provided, however, that nothing herein shall be deemed to prohibit the Eligible Lender Trustee from filing a claim in, or otherwise participating in, any bankruptcy proceeding filed against the Trust.

SECTION 4.4      Restrictions.  Neither the Depositor nor the Excess Distribution Certificateholder shall direct the Eligible Lender Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Eligible Lender Trustee under this Agreement or any of the other Basic Documents or would be contrary to Section 2.3 nor shall the Eligible Lender Trustee be permitted to follow any such direction, if given.

ARTICLE V

Application of Trust Funds; Certain Duties

SECTION 5.1      Application of Trust Funds.

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

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

SECTION 5.2      Method of Payment.  Distributions required to be made to the Excess Distribution Certificateholder on any Distribution Date shall be made to the holder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of such holder at a bank or other entity having appropriate facilities therefor, if such

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 holder shall have provided to the Excess Distribution Certificate Registrar appropriate written instructions signed by two authorized officers, if any, at least five Business Days prior to such Distribution Date, or, if not, by check mailed to such holder at the address of such holder appearing in the Excess Distribution Certificate Register.

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

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

ARTICLE VI

Authority and Duties of Eligible Lender Trustee

SECTION 6.1      General Authority.  The Eligible Lender Trustee is authorized and directed to execute and deliver the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in each case, in such form as the Depositor shall approve as evidenced conclusively by the Eligible Lender Trustee’s execution thereof, and, on behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver Notes in the aggregate principal amount of $[____].  The Eligible Lender Trustee is also authorized and directed on behalf of the Trust (i) to acquire and hold legal title to the Trust Student Loans from the Depositor and (ii) to take all actions required pursuant to Section 2.4 of the Administration Agreement and otherwise follow the written direction of and cooperate with the Servicer in submitting, pursuing and collecting any claims to and with the Department with respect to any Interest Subsidy Payments and Special Allowance Payments relating to the Trust Student Loans.

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

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

SECTION 6.3      Action Upon Instruction.

(a)      [Reserved].

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

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

(d)      In the event that the Eligible Lender Trustee is unsure as to the application of any provision of this Agreement, any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Eligible Lender Trustee is required to take

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with respect to a particular set of facts, the Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Depositor requesting written instruction and, to the extent that the Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such written instruction received, the Eligible Lender Trustee shall not be liable, on account of such action or inaction, to any Person.  If the Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interest of the Excess Distribution Certificateholder, and shall have no liability to any Person for such action or inaction.

SECTION 6.4      No Duties Except as Specified in this Agreement or in Instructions.  The Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Eligible Lender Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Eligible Lender Trustee pursuant to Section 6.3; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Eligible Lender Trustee. The Eligible Lender Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust or to record this Agreement or any other Basic Document.  The Eligible Lender Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Trust Estate that result from actions by, or claims against, [_______________], in its individual capacity or as the Eligible Lender Trustee that are not related to the ownership or the administration of the Trust Estate.

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

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

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ARTICLE VII

Concerning the Eligible Lender Trustee and the Delaware Trustee

SECTION 7.1      Acceptance of Trusts and Duties.  Each of the Eligible Lender Trustee and the Delaware Trustee accepts the trusts hereby created and each of them agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement.  The Eligible Lender Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement and the other Basic Documents.  Neither the Eligible Lender Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Eligible Lender Trustee or the Delaware Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a)      neither the Eligible Lender Trustee nor the Delaware Trustee shall be liable for any error of judgment, except for such error resulting from willful misconduct or negligence as set forth in the preceding paragraph, made by an Authorized Officer of the Eligible Lender Trustee or the Delaware Trustee;

(b)      neither the Eligible Lender Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator, the Depositor or the Excess Distribution Certificateholder;

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

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

(e)      neither the Eligible Lender Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than (in the case of the Eligible Lender Trustee) the certificate of authentication on the Excess Distribution Certificate, and neither the Eligible Lender Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty, or obligation to any Noteholder or the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents;

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(f)      neither the Eligible Lender Trustee nor the Delaware Trustee shall be liable for the action or inaction, default or misconduct of the Administrator, the Depositor, the Indenture Trustee, the Servicer [or any Swap Counterparty] under any of the other Basic Documents or otherwise, and neither the Eligible Lender Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Servicing Agreement [or a Swap Counterparty under the related Swap Agreement];

(g)      neither the Eligible Lender Trustee nor the Delaware Trustee shall be under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement, any other Basic Document, at the request, order or direction of the Depositor or the Excess Distribution Certificateholder, unless the Depositor or such holder has offered to the Eligible Lender Trustee or the Delaware Trustee, as the case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Eligible Lender Trustee or the Delaware Trustee, as the case may be, therein or thereby.  The right of the Eligible Lender Trustee or the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Eligible Lender Trustee nor the Delaware Trustee shall be answerable for other than its negligence or willful misconduct in the performance of any such act;

(h)      in no event shall the Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Eligible Lender Trustee or the Delaware Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of their respective obligations as soon as practicable under the circumstances; and

(i)      in no event shall the Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any special, indirect or consequential loss or damage of any kind whatsoever irrespective of whether the Eligible Lender Trustee or the Delaware Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 7.2      [Reserved].

SECTION 7.3      Representations and Warranties of the Eligible Lender Trustee and the Delaware Trustee.  (1)  The Eligible Lender Trustee hereby represents and warrants to the Depositor, for the benefit of the Noteholders and the Excess Distribution Certificateholder, that:

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

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

(c)      Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or New York state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.

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

(2)  The Delaware Trustee hereby represents and warrants to the Depositor, for the benefit of the Noteholders, and the Excess Distribution Certificateholder, that:

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

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

(g)      Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Delaware Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.

SECTION 7.4      Reliance; Advice of Counsel.

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

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(b)      In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Eligible Lender Trustee and the Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Eligible Lender Trustee and the Delaware Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Eligible Lender Trustee or the Delaware Trustee, as the case may be, with reasonable care, and (ii) may consult with counsel and accountants to be selected with reasonable care and employed by it.  Neither the Eligible Lender Trustee nor the Delaware Trustee shall be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel or accountants and not contrary to this Agreement or any other Basic Document.

SECTION 7.5      Not Acting in Individual Capacity.  Except as provided in this Article VII, in accepting the trusts hereby created each of [____________], and [____________], are acting solely as Eligible Lender Trustee and Delaware Trustee, respectively, hereunder and not in its individual capacity and all Persons having any claim against the Eligible Lender Trustee or the Delaware Trustee by reason of the transactions contemplated by this Agreement or any other Basic Document shall look only to the Trust Estate for payment or satisfaction thereof.

SECTION 7.6      Eligible Lender Trustee and Delaware Trustee Not Liable for Excess Distribution Certificate or Trust Student Loans.  The recitals contained herein and in the Excess Distribution Certificate (other than the signature of and authentication by the Eligible Lender Trustee on the Excess Distribution Certificate) shall be taken as the statements of the Depositor, and the Eligible Lender Trustee and the Delaware Trustee assume no responsibility for the correctness thereof.  The Eligible Lender Trustee and the Delaware Trustee make no representations as to the validity or sufficiency of this Agreement, the Excess Distribution Certificate, or any other Basic Document (other than the signature of and authentication by the Eligible Lender Trustee on the Excess Distribution Certificate), or the Notes, or of any Trust Student Loan or related documents.  Neither the Eligible Lender Trustee nor the Delaware Trustee shall at any time have any responsibility or liability (except for willfully or negligently terminating or allowing to be terminated any of the Guarantee Agreements, in a case where the Eligible Lender Trustee or the Delaware Trustee, as the case may be, knows of any facts or circumstances which will or could reasonably be expected to result in any such termination) for or with respect to the legality, validity, enforceability and eligibility for Guarantee Payments, federal reinsurance, Interest Subsidy Payments or Special Allowance Payments, as applicable, in respect of any Trust Student Loan, or for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Excess Distribution Certificateholder under this Agreement or the Noteholders, under the Indenture, including the existence and contents of any computer or other record of any Trust Student Loan; the validity of the assignment of any Trust Student Loan to the Eligible Lender Trustee on behalf of the Trust; the completeness of any Trust Student Loan; the performance or enforcement (except as expressly set forth in any Basic Document) of any Trust Student Loan; the compliance by the Depositor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Eligible Lender Trustee or the Delaware Trustee.

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SECTION 7.7      Eligible Lender Trustee or Delaware Trustee May Own Notes.  Both the Eligible Lender Trustee and the Delaware Trustee, individually or in any other capacity, may become the owner or pledgee of Notes and may deal with the Depositor, the Excess Distribution Certificateholder, the Administrator, the Indenture Trustee or the Servicer in banking transactions with the same rights as it would have if it were not Eligible Lender Trustee or the Delaware Trustee, as the case may be.

SECTION 7.8      Duties of the Delaware Trustee.   The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Delaware Statutory Trust Act that the Trust have at least one trustee with a principal place of business in Delaware.  It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the Eligible Lender Trustee.  The duties of the Delaware Trustee shall be limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution of any certificates required to be filed with the Secretary of State of the State of Delaware which the Delaware Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Act.  To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto with respect to the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities will be replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Section 7.8.  The Delaware Trustee shall have all the rights, privileges and immunities of the Eligible Lender Trustee.  In addition to the foregoing, the Delaware Trustee also hereby agrees to execute and deliver all amendments or supplements to this Agreement, delivered to it for execution pursuant to Section 11.1, if such amendment or supplement does not materially or adversely affect the rights or duties of the Delaware Trustee.

ARTICLE VIII

Compensation and Indemnity of the Trustees

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

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

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

ARTICLE IX

Termination of Trust Agreement

SECTION 9.1      Termination of Trust Agreement.

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

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

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

ARTICLE X

Successor Eligible Lender Trustees  and Delaware Trustees and

Additional Eligible Lender Trustees and Delaware Trustees

SECTION 10.1      Eligibility Requirements for Eligible Lender Trustee and Delaware Trustee.  The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed, in writing, by the Depositor; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal or state authorities; (v) having its place of business in the State of [_______]; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) by each of the Rating Agencies then rating the Notes (or which, if the long-term

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senior unsecured debt of such corporation or association is not rated by any Rating Agency then rating the Notes, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes).  If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  The Delaware Trustee shall at all times be a corporation satisfying the provisions of Section 3807(a) of the Delaware Statutory Trust Act.  In case at any time the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall resign immediately in the manner and with the effect specified in Section 10.2.

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

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

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

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

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

Upon acceptance of appointment by a successor Eligible Lender Trustee or Delaware Trustee, as applicable, pursuant to this Section, the Administrator shall mail notice of the successor of such Eligible Lender Trustee or Delaware Trustee, as applicable, to the Excess Distribution Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies then rating the Notes [and each Swap Counterparty].  If the Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the successor Eligible Lender Trustee or Delaware Trustee, as applicable, the successor Eligible Lender Trustee or Delaware Trustee, as applicable, shall cause such notice to be mailed at the expense of the Administrator.

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

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

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

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

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

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

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

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

ARTICLE XI

Miscellaneous

SECTION 11.1      Supplements and Amendments.  This Agreement may be amended by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders [or any Swap Counterparty], (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders [or any Swap Counterparty]; 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] (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus.

This Agreement may also be amended from time to time by the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders

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or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes.

Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee, [each Swap Counterparty] and each of the Rating Agencies then rating the Notes.

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

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

SECTION 11.2      No Legal Title to Trust Estate in the Excess Distribution Certificateholder.  The Excess Distribution Certificateholder shall not have legal title to any part of the Trust Estate. The Excess Distribution Certificateholder shall be entitled to receive distributions with respect to its undivided beneficial ownership interest therein only in accordance with Section 3.3 of this Agreement.  No transfer, by operation of law or otherwise, of any right, title, or interest of the Excess Distribution Certificateholder to and in its beneficial ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

SECTION 11.3      Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Eligible Lender Trustee, the Delaware Trustee, the Depositor, the Excess Distribution Certificateholder, the Administrator and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders [and each Swap Counterparty], and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under this Agreement or any covenants, conditions or provisions contained herein.

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SECTION 11.4      Notices.  Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Eligible Lender Trustee shall be deemed given only upon actual receipt by the Eligible Lender Trustee),

(a)      if to the Eligible Lender Trustee, addressed to its Corporate Trust Office with copies to [____________],[____________], Attention:  [____________];

(b)      if to the Delaware Trustee, addressed to its Delaware principal office located at [____________], Attention:  [____________];

(c)      if to the Depositor, addressed to SLM Funding LLC, 2001 Edmund Halley Drive, Reston, Virginia 20191; or

(d)      as to each party, at such other address as shall be designated by such party in a written notice to each other party.

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

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

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

SECTION 11.8      No Petition.

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

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

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

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

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

SECTION 11.12      Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

ARTICLE XII

Compliance with Regulation AB

SECTION 12.1      Intent of the Parties; Reasonableness.  The Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

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Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, nor the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

[____________], not in its individual capacity but solely as Eligible Lender Trustee

By:_______________________________

Name:

     Title:

SLM FUNDING LLC,

as the Depositor

By:_______________________________

Name:

     Title:

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[____________],

not in its individual capacity but solely as

Delaware Trustee

By:_______________________________

Name:

     Title:

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Acknowledged and agreed as to

Section 3.3(c) and Section 3.3(g)

of this Amended and Restated Trust Agreement

[____________],

not in its individual capacity but solely

as Indenture Trustee acting as the initial Excess Distribution

Certificate Paying Agent and Excess Distribution Certificate Registrar

By:_______________________________

Name:

Title:

By:_______________________________

Name:

Title:

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EXHIBIT A

[FORM OF EXCESS DISTRIBUTION CERTIFICATE]

EXCESS DISTRIBUTION CERTIFICATE

[SEE REVERSE FOR CERTAIN DEFINITIONS]

No. [__] 100% Percentage Interest

THIS EXCESS DISTRIBUTION CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE DEPOSITOR, THE ELIGIBLE LENDER TRUSTEE, THE INDENTURE TRUSTEE, THE SERVICER, THE ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR ASSIGNEES.  THIS EXCESS DISTRIBUTION CERTIFICATE IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY PRIVATE INSURER.

THIS EXCESS DISTRIBUTION CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY UNITED STATES SECURITIES OR “BLUE SKY” LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST THAT THIS CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (II) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON REGULATION D, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, OR (III) TO A PERSON IN A TRANSACTION THAT IS REGISTERED UNDER THE SECURITIES ACT OR THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS EXCESS DISTRIBUTION CERTIFICATE, REPRESENTS AND AGREES FOR THE BENEFIT OF THE DEPOSITOR, THE ADMINISTRATOR AND THE ELIGIBLE LENDERTRUSTEE THAT:  IT IS EITHER A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, OR AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1)-(3) AND (7) OF REGULATION D UNDER THE SECURITIES ACT) OR AN ENTITY IN WHICH ALL THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, OR THAT ITS PURCHASE OF THIS EXCESS DISTRIBUTION CERTIFICATE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, AND THAT IT IS HOLDING THIS EXCESS DISTRIBUTION CERTIFICATE FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION.

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NO TRANSFER OF THIS EXCESS DISTRIBUTION CERTIFICATE WILL BE REGISTERED (EXCEPT TO AN AFFILIATE OF THE DEPOSITOR) UNLESS THERE IS PROVIDED A REPRESENTATION SATISFACTORY TO THE ELIGIBLE LENDERTRUSTEE THAT THIS EXCESS DISTRIBUTION CERTIFICATE IS NOT BEING ACQUIRED BY OR FOR THE ACCOUNT OF (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, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, WHETHER OR NOT SUBJECT TO SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY, (II) ANY PERSON WHO IS NOT A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE, OR (III) ANY “PASS-THRU ENTITY” REFERRED TO IN SECTION 1(h)(10)(D), (E) OR (F) OF THE CODE, THE INCOME OF WHICH PASS-THRU ENTITY IS INCLUDIBLE DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE PASS-THRU ENTITIES BY ANY PERSON REFERRED TO IN CLAUSE (II) ABOVE.

THIS EXCESS DISTRIBUTION CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF ANY ENTITY IN VIOLATION OF THE RESTRICTIONS SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH.  THIS CERTIFICATE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.

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SLM STUDENT LOAN TRUST 20[__]-[__]

EXCESS DISTRIBUTION CERTIFICATE

evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes a pool of student loans sold to the Trust by SLM Funding LLC on the Closing Date.

(This Excess Distribution Certificate does not represent an interest in or obligation of SLM Funding LLC, the Servicer (as defined below), the Eligible Lender Trustee (as defined below) or any of their respective affiliates, except to the extent described below.)

THIS CERTIFIES THAT SLM Funding LLC is the registered owner of a 100% Percentage interest in this Excess Distribution Certificate.  The SLM Student Loan Trust 20[__]-[__] (the “Trust”) was formed under the laws of the State of Delaware by SLM Funding LLC, a Delaware limited liability company (the “Depositor”).  The Trust was created pursuant to a short-form trust agreement, dated [_______], 20[__] , among the Depositor, [____________], not in its individual capacity but solely as eligible lender trustee on behalf of the Trust (the “Eligible Lender Trustee”) and [____________], not in its individual capacity but solely as Delaware trustee (the “Delaware Trustee”), as amended and restated pursuant to an Amended and Restated Trust Agreement, dated as of [_______], 20[__] (collectively, the “Trust Agreement”), among the Depositor, the Eligible Lender Trustee, the Delaware Trusteeand [____________], not in its individual capacity but solely as the initial Excess Distribution Certificate Paying Agent, a summary of certain of the pertinent provisions of which is set forth below.  To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Indenture (defined below) and Appendix A to the Indenture.

Issued under the Indenture, dated as of [_______], 20[__] , among the Trust, the Indenture Trustee and the Eligible Lender Trustee, are Notes designated as “Student Loan-Backed Notes” (the “Notes”).  This Excess Distribution Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Excess Distribution Certificate by virtue of the acceptance hereof assents and by which such holder is bound.  The property of the Trust includes a pool of student loans (the “Trust Student Loans”), all moneys paid thereunder on or after [_______], 20[__] , certain bank accounts and the proceeds thereof and certain other rights under the Trust Agreement, the Sale Agreement, the Purchase Agreements, the Administration Agreement, the Servicing Agreement, each Guarantee Agreement and all proceeds of the foregoing.

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To the extent of funds available therefor, amounts owing hereon will be distributed on the 25th day of each calendar month (or, if such 25th day is not a Business Day, the next succeeding Business Day) (each a “Distribution Date”), commencing [_______], 20[__] , to the person in whose name this Excess Distribution Certificate is registered as of the close of business on the day immediately preceding the Distribution Date (such day the “Record Date”), in each case to the extent of such holder’s fractional and undivided interest in the amount to be distributed hereon on such Distribution Date pursuant to Sections 2.8(k) and 2.9(f) of the Administration Agreement.

The holder of this Excess Distribution Certificate acknowledges and agrees that its rights to receive distributions in respect of this Excess Distribution Certificate are subordinated to the rights of the Noteholders as described in the Basic Documents.

It is the intent of the Depositor, and the holder of this Excess Distribution Certificate that, for federal, state and local income and franchise tax, and financial accounting, purposes, (a) the Notes will be treated as newly-issued debt of the Trust, (b) the holder of this Excess Distribution Certificate will be treated as owning all of the assets, and as assuming (but without assuming personal recourse to such Certificateholder) all of the liabilities (including the Notes), of the Trust and (c) such holder will be attributed all of the income, deductions, credits and other tax attributes of the Trust. The holder of this Excess Distribution Certificate agrees to report all relevant items on its tax return consistent with, and to take no action inconsistent with, the intended treatment indicated in the preceding sentence for such tax purposes.

The holder of this Excess Distribution Certificate, by its acceptance of this Excess Distribution Certificate, covenants and agrees that it will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to this Excess Distribution Certificate, the Notes, the Trust Agreement or any of the other Basic Documents.

Distributions on this Excess Distribution Certificate will be made as provided in the Administration Agreement to the holder of record hereof without the presentation or surrender of this Excess Distribution Certificate or the making of any notation hereon.  Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Excess Distribution Certificate will be made after due notice by the Administrator of the pendency of such distribution and only upon presentation and surrender of this Excess Distribution Certificate at the office or agency maintained for the purpose by the Excess Distribution Certificate Registrar in the Borough of Manhattan, The City of New York.

Reference is hereby made to the further provisions of this Excess Distribution Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Eligible Lender Trustee or its authenticating agent, by manual signature, this Excess Distribution Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Administration Agreement or be valid for any purpose.

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IN WITNESS WHEREOF, the Eligible Lender Trustee on behalf of the Trust and not in its individual capacity has caused this Excess Distribution Certificate to be duly executed as of the date set forth below.

SLM STUDENT LOAN TRUST 20[__]-[__]

By:           [____________], not in its individual capacity

but solely as Eligible Lender Trustee

By:______________________________

Authorized Signatory

Date: [_______], 20[__]

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is the Excess Distribution Certificate referred to in the within-mentioned Trust Agreement.

[____________], not in its individual capacity

but solely as Eligible Lender Trustee

By:____________________________

      Authorized Signatory

Date: [_______], 20[__]

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           This Excess Distribution Certificate does not represent an obligation of, or an interest in, the Depositor, Sallie Mae, Inc., as servicer (in such capacity, the “Servicer”), Sallie Mae, Inc., as administrator (in such capacity, the “Administrator”), the Eligible Lender Trustee or the Indenture Trustee and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, in the Trust Agreement or in the other Basic Documents.  In addition, this Excess Distribution Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Trust Student Loans, all as more specifically set forth in the Administration Agreement.  A copy of each of the Trust Agreement, the Sale Agreement, the Purchase Agreements, the Administration Agreement, the Servicing Agreement and the Indenture may be examined during normal business hours at the principal office of the Administrator, and at such other places, if any, designated by the Administrator, by the holder of this Excess Distribution Certificate upon request.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the certification of the rights and obligations of the Depositor and the rights of the holders of this Excess Distribution Certificate under the Trust Agreement at any time by the Depositor and the Eligible Lender Trustee with the consent of the holders of the Class A Notes and the Class B Notes, each voting as a class evidencing not less than a majority of the outstanding principal balance of each class of the Notes.  The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Noteholders.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Excess Distribution Certificate is registerable in the Excess Distribution Certificate Register upon surrender of this Excess Distribution Certificate for registration of transfer at the offices or agencies maintained by the Excess Distribution Certificate Registrar, or by any successor Excess Distribution Certificate Registrar, in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon a  new Excess Distribution Certificate will be issued to the designated transferee.

As provided in the Trust Agreement and subject to certain limitations therein set forth, this Excess Distribution Certificate is exchangeable for a new Excess Distribution Certificate as requested by the holder surrendering the same.  No service charge will be made for any such registration of transfer or exchange, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Eligible Lender Trustee, the Excess Distribution Certificate Registrar and any agent of the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may treat the person in whose name this Excess Distribution Certificate is registered as the owner hereof for all purposes, and none of the Eligible Lender Trustee or the Excess Distribution Certificate Registrar or any such agent shall be affected by any notice to the contrary.

This Excess Distribution Certificate (including any beneficial interest herein) may not be acquired by or for the account of (i) any Benefit Plan, (ii) any Person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iii) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (ii) above.  By accepting and holding this Excess Distribution Certificate, the holder hereof

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shall be deemed to have represented and warranted that it is not acquiring this Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of this Excess Distribution Certificate.

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby terminate and shall be of no further force or effect upon (1) the final distribution by the Excess Distribution Certificate Paying Agent of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Administration Agreement and Article V of the Trust Agreement and (2) the filing of the certificate of cancellation by the Eligible Lender Trustee pursuant to Section 9.1(b) of the Trust Agreement.  The Servicer, acting through an eligible lender trustee, may, at its option, purchase the corpus of the Trust at a price specified in the Administration Agreement; however, such right of purchase is exercisable only on any Distribution Date on or after the first Distribution Date on which the Pool Balance is less than or equal to 10% or less of the Initial Pool Balance.  Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the Trust Auction Date may be offered for sale by the Indenture Trustee by auction in accordance with the procedure described in the Indenture.

This Excess Distribution Certificate shall be construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE

______________________________________________________________________________

(Please print or type name and address, including postal zip code, of assignee)

______________________________________________________________________________

the within Excess Distribution Certificate, and all rights thereunder, hereby irrevocably constituting and appointing

______________________________________________________________________Attorney

to transfer said Excess Distribution Certificate on the books of the Excess Distribution Certificate Registrar,

with full power of substitution in the premises.

Dated:

______________________________*

Signature Guaranteed:

______________________________*

*           NOTICE:  The signature to this assignment must correspond with the name as it appears upon the face of the within Excess Distribution Certificate in every particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

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EXHIBIT B

[Also Exhibit 3.1 to Form S-3 Registration Statement]

FORM OF

CERTIFICATE OF TRUST

OF

SLM STUDENT LOAN

TRUST 20[__]-[__]

This Certificate of Trust of SLM STUDENT LOAN TRUST 20[__]-[__] (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1.           Name.  The name of the statutory trust formed by this Certificate of Trust is SLM STUDENT LOAN TRUST 20[__]-[__].

2.           Delaware Trustee.  The name and business address of the Delaware Trustee of the Trust in the State of Delaware are [______],  Attn:  [         ].

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

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

                                           [__________________],

not in its individual capacity

but solely as Delaware Trustee

                                           By:  _______________________________

                                           Name:

                                           Title:

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EXHIBIT C

[FORM OF TRANSFEROR LETTER]

[Date]

Sallie Mae, Inc.,

as Administrator

2001 Edmund Halley Drive

Reston, Virginia 20191

[__________________],

as Excess Distribution Certificate Registrar

[__________________]

[__________________]

[__________________]

Attention:  [__________________]

[__________________],

as Eligible Lender Trustee

[__________________]

[__________________]

[__________________],

as Delaware Trustee

[__________________]

[__________________]

[__________________]

Re:           SLM Student Loan Trust 20[__]-[__],

Excess Distribution Certificate (the “Certificate”)

Ladies and Gentlemen:

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

Very truly yours,

_________________________________________

[Print Name of Transferor]

By: ______________________________________

Authorized Officer

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EXHIBIT D-1

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

[Date]

Sallie Mae, Inc.,

as Administrator

2001 Edmund Halley Drive

Reston, Virginia 20191

[__________________],

as Excess Distribution Certificate Registrar

[__________________]

[__________________]

[__________________]

Attention:  [__________________]

[__________________],

as Eligible Lender Trustee

[__________________]

[__________________]

[__________________],

as Delaware Trustee

[__________________]

[__________________]

[__________________]

Re:           SLM Student Loan Trust 20[__]-[__],

Excess Distribution Certificate (the “Certificate”)

Ladies and Gentlemen:

In connection with our acquisition of the above Certificate, we certify that (a) we understand that the Certificate is not being registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and is being transferred to us in a transaction that is exempt from the registration requirements of the Securities Act and any such laws, (b) we are an institutional “accredited investor,” as defined in Rule 501 (a) (1), (2), (3) or (7) of Regulation D under the Securities Act or an entity in which all of the equity owners come within such paragraphs, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificate, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificate and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificate, (d) we are not

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acquiring the Certificate for, by or for the account of (i) any Benefit Plan, (ii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iii) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (ii) above, (e) we are acquiring the Certificate for investment for our own account and not with a view to any distribution of the Certificate (but without prejudice to our right at all times to sell or otherwise dispose of the Certificate in accordance with clause (g) below), (f) we have not offered or sold the Certificate to, or solicited offers to buy the Certificate from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Securities Act, and (g) we will not sell, transfer or otherwise dispose of the Certificate unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this Letter that such sale, transfer or other disposition may be made pursuant to an exemption from the Securities Act, (2) the purchaser or transferee of such Certificate has executed and delivered to you a certificate to substantially the same effect as this certificate and (3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Trust Agreement relating to the Certificate.

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 to the Indenture dated as of [_____], 20[__], among [____________], not in its individual capacity, but solely as the Eligible Lender Trustee on behalf of the Trust, the Trust and [____________], not in its individual capacity, but solely as the Indenture Trustee, as may be amended or supplemented from time to time.

Very truly yours,

__________________________________

[Print Name of Transferee]

By:_______________________________

Authorized Officer

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EXHIBIT D-2

[FORM OF TRANSFEREE LETTER (RULE 144A)]

[Date]

Sallie Mae, Inc.,

as Administrator

2001 Edmund Halley Drive

Reston, Virginia 20191

[__________________],

as Excess Distribution Certificate Registrar

[__________________]

[__________________]

[__________________]

Attention:  [__________________]

[__________________],

as Eligible Lender Trustee

[__________________]

[__________________]

[__________________],

as Delaware Trustee

[__________________]

[__________________]

[__________________]

Re:           SLM Student Loan Trust 20[__]-[__],

Excess Distribution Certificate (the “Certificate”)

Ladies and Gentlemen:

In connection with our acquisition of the above Certificate, we certify that (a) we understand that the Certificate is not being registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and is being transferred to us in a transaction that is exempt from the registration requirements of the Securities Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificate, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificate and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificate, (d) we are not acquiring the Certificate by or for the account of (i) any Benefit Plan, (ii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iii) any “pass-thru entity” referred to in Section

D-2-1

1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (ii) above, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificate, any interest in the Certificate or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificate, any interest in the Certificate or any other similar security from, or otherwise approached or negotiated with respect to the Certificate, any interest in the Certificate or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificate under the Securities Act or that would render the disposition of the Certificate a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificate, (f) we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act (“Rule 144A”) and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2.  We are aware that the sale to us is being made in reliance on Rule 144A.  We are acquiring the Certificate for our own account or for resale pursuant to Rule 144A and further understand that the Certificate may be resold, pledged or transferred only (1) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act.

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 to the Indenture dated as of [_____], 20[__], among [___________], not in its individual capacity, but solely as the Eligible Lender Trustee on behalf of the Trust, the Trust and [___________], not in its individual capacity, but solely as the Indenture Trustee, as may be amended or supplemented from time to time.

Very truly yours,

__________________________________

[Print Name of Transferee]

By:_______________________________

Authorized Officer

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ANNEX 1

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

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

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

2. In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $____________1 in securities (except for the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.

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

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

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

 

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

Annex 1-1

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

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

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

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

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

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

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

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

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

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

Annex 1-2

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

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

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

____________________________________

[Print Name of Transferee]

By:_________________________________

Name:

Title:

Date:______________________

Annex 1-3

ANNEX 2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That are Registered Investment Companies]

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

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

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

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

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

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

  Annex 2-1

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

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

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

__________________________________

Print Name of Buyer or Adviser

By:_______________________________

Name:

Title:

[IF AN ADVISER:]

__________________________________

Print Name of Buyer

Date:______________________

  Annex 2-2

EX-4.3

Exhibit 4.3

[FORM OF] INTERIM TRUST AGREEMENT

between

SLM FUNDING LLC,

as the Depositor

and

[________________],

not in its individual capacity but solely

as the Interim Eligible Lender Trustee

Dated as of [_____], 20[__]

TABLE OF CONTENTS

		Page
ARTICLE I	Definitions and Usage	1
ARTICLE II	Appointment of Interim Eligible Lender Trustee	2
SECTION 2.1	Appointment of Interim Eligible Lender Trustee	2
SECTION 2.2	Declaration of Trust	2
SECTION 2.3	Title to Interim Trust Loans	2
ARTICLE III	Representations and Warranties of the Depositor	2
ARTICLE IV	Authority and Duties of Interim Eligible Lender Trustee	3
SECTION 4.1	General Authority	3
SECTION 4.2	General Duties	3
SECTION 4.3	No Duties Except as Specified in this Agreement	3
SECTION 4.4	No Action Except Under Specified Documents	4
SECTION 4.5	Restrictions	4
ARTICLE V	Concerning the Interim Eligible Lender Trustee	4
SECTION 5.1	Acceptance of Trust and Duties	4
SECTION 5.2	Representations and Warranties	4
SECTION 5.3	Not Acting in Individual Capacity	5
SECTION 5.4	Interim Eligible Lender Trustee Not Liable for the Interim Trust Loans	5
ARTICLE VI	Compensation and Indemnity of Interim Eligible Lender Trustee	6
ARTICLE VII	Termination of Interim Trust Agreement	6
ARTICLE VIII	Successor Interim Eligible Lender Trustees	6
SECTION 8.1	Eligibility Requirements for Interim Eligible Lender Trustee	6
SECTION 8.2	Resignation or Removal of Interim Eligible Lender Trustee	6
SECTION 8.3	Successor Interim Eligible Lender Trustee	7
SECTION 8.4	Merger or Consolidation of Interim Eligible Lender Trustee	7
ARTICLE IX	Miscellaneous	8
SECTION 9.1	Supplements and Amendments	8
SECTION 9.2	Notices	9
SECTION 9.3	Severability	9
SECTION 9.4	Separate Counterparts	9
SECTION 9.5	Successors and Assigns	9
SECTION 9.6	Headings	9
SECTION 9.7	Governing Law	9
SECTION 9.8	Force Majeure	9
SECTION 9.9	Waiver of Jury Trial	9

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INTERIM TRUST AGREEMENT

INTERIM TRUST AGREEMENT (the “Agreement”), dated as of [_____], 20[__], between SLM FUNDING LLC, a Delaware limited liability company (the “Depositor”), and [______________], not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”).

WHEREAS, the Depositor is a limited liability company established for the purpose of purchasing Loans from SLM Education Credit Finance Corporation (“SLM ECFC”) and, among others, [Bluemont Funding LLC (“Bluemont Funding”), Town Center Funding LLC (“Town Center Funding”), Town Hall Funding LLC (“Town Hall Funding,”) and VL Funding LLC (“VL Funding”)], and together with SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding and VL Funding], the “Sellers”) for immediate resale to special purpose trusts established for the purpose of financing the purchase of such Loans;

WHEREAS, on the Closing Date, the Depositor will enter into a separate Purchase Agreement with each of the Sellers, and a Sale Agreement with SLM Student Loan Trust 20[__]-[__] (the “Trust”) for the purpose of effecting the purchase and resale of the Initial Trust Student Loans;

WHEREAS, during the Supplemental Purchase Period, the Depositor may purchase Additional Trust Student Loans from one or more of the Sellers pursuant to the applicable Purchase Agreement and the related Additional Purchase Agreements, for immediate resale to the Trust pursuant to the terms of the Sale Agreement and the related Additional Sale Agreements (collectively, the Initial Trust Student Loans and the Additional Trust Student Loans are referred to herein as the “Interim Trust Loans”);

WHEREAS, pursuant to the terms of the Sale Agreement, the Depositor may be required, under certain circumstances, to repurchase some of the Interim Trust Loans; and

WHEREAS, the Interim Eligible Lender Trustee is an “eligible lender” within the meaning of Section 435(d) of the Higher Education Act and is willing to hold legal title to the Interim Trust Loans on behalf and for the benefit of the Depositor.

NOW, THEREFORE, the Depositor and the Interim Eligible Lender Trustee hereby agree as follows:

ARTICLE I

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 to the Indenture, dated as of [_____], 20[__] (the “Indenture”), among the Trust, as issuer, [______________], not in its individual capacity but solely as eligible lender trustee (the “Eligible Lender Trustee”) on behalf of the Trust, and [______________], not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), as may be amended or supplemented from time to time, which also contains rules as to usage that shall be applicable herein.

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ARTICLE II

Appointment of Interim Eligible Lender Trustee

SECTION 2.1      Appointment of Interim Eligible Lender Trustee.  The Depositor hereby appoints the Interim Eligible Lender Trustee, effective as of the date hereof, as trustee, to have all the rights, powers and duties set forth herein, including, without limitation:

a. to hold legal title to the Interim Trust Loans on behalf and for the benefit of the Depositor;

b. to enter into and perform its obligations as the Interim Eligible Lender Trustee under this Agreement, the Purchase Agreements and the Sale Agreement (including any Additional Purchase Agreements and Additional Sale Agreements entered into during the Supplemental Purchase Period); and

c. to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.

SECTION 2.2      Declaration of Trust.  The Interim Eligible Lender Trustee hereby declares that it will hold the Interim Trust Loans in trust upon and subject to the conditions set forth herein for the use and benefit of the Depositor, subject to the obligations of the Interim Eligible Lender Trustee under the Purchase Agreements and the Sale Agreement.  Effective as of the date hereof, the Interim Eligible Lender Trustee shall have all rights, powers and duties set forth herein with respect to accomplishing the purposes of this Agreement.

SECTION 2.3      Title to Interim Trust Loans.  Legal title to all of the Interim Trust Loans shall be vested at all times in the Interim Eligible Lender Trustee on behalf of and for the benefit of the Depositor.

ARTICLE III

Representations and Warranties of the Depositor

The Depositor hereby represents and warrants to the Interim Eligible Lender Trustee that:

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

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2. It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by all necessary action.

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

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

ARTICLE IV

Authority and Duties of Interim Eligible Lender Trustee

SECTION 4.1      General Authority.  The Interim Eligible Lender Trustee is authorized and directed to execute and deliver the Purchase Agreements, the Sale Agreement and this Agreement and each certificate or other document attached as an exhibit to or contemplated by such agreements, in each case, in such form as the Depositor shall approve as evidenced conclusively by the Interim Eligible Lender Trustee’s execution thereof.  The Interim Eligible Lender Trustee is also authorized and directed on behalf and for the benefit of the Depositor to acquire and hold legal title to the Interim Trust Loans and to take all actions required of the Interim Eligible Lender Trustee pursuant to the Purchase Agreements, the Sale Agreement and this Agreement.

SECTION 4.2      General Duties.  It shall be the duty of the Interim Eligible Lender Trustee to discharge (or cause to be discharged) all its responsibilities as the Interim Eligible Lender Trustee pursuant to the terms of the Purchase Agreements, the Sale Agreement and this Agreement.

SECTION 4.3      No Duties Except as Specified in this Agreement.  The Interim Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Interim Trust Loans, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Interim Eligible Lender Trustee is a party, except as expressly provided by the terms of the Purchase Agreements, the Sale Agreement or this Agreement; and no implied duties or obligations shall be read into this Agreement, the Purchase Agreements or the Sale Agreement against the Interim Eligible Lender Trustee.

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SECTION 4.4      No Action Except Under Specified Documents.  The Interim Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the Interim Eligible Lender Trustee pursuant to this Agreement, the Purchase Agreements and the Sale Agreement.

SECTION 4.5      Restrictions.  The Interim Eligible Lender Trustee shall not take any action that is inconsistent with the purposes of the Trust set forth in the Basic Documents.

ARTICLE V

Concerning the Interim Eligible Lender Trustee

SECTION 5.1      Acceptance of Trust and Duties.  The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement.  The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

1. The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee.

2. No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, if the Interim Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.

3. The Interim Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.

4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 5.2      Representations and Warranties.  The Interim Eligible Lender Trustee hereby represents and warrants to the Depositor that:

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1. It is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of [_______], at which it will act as trustee for the Trust. It has all requisite power and authority to execute, deliver and perform its obligations under the Purchase Agreements, the Sale Agreement and this Agreement.

2. It has taken all action necessary to authorize the execution and delivery by it of the Purchase Agreements, the Sale Agreement and this Agreement, and the Purchase Agreements, the Sale Agreement and this Agreement have been executed and delivered by [one] [two] of its officers who are duly authorized to execute and deliver the same on its behalf.

3. Neither the execution nor the delivery by it of the Purchase Agreements, the Sale Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal or [____] state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.

4. It is and will maintain its status as an “eligible lender” (as such term is defined in Section 435(d) of the Higher Education Act) for purposes of holding legal title to the Interim Trust Loans as contemplated by this Agreement, the Purchase Agreements and the Sale Agreement.

SECTION 5.3      Not Acting in Individual Capacity.  Except as provided in this Article V, in accepting the trust hereby created, [______________] acts solely as Interim Eligible Lender Trustee hereunder and not in its individual capacity.

SECTION 5.4      Interim Eligible Lender Trustee Not Liable for the Interim Trust Loans.  The Interim Eligible Lender Trustee makes no representations as to the validity or sufficiency of this Agreement, the Purchase Agreements or the Sale Agreement, or of any Interim Trust Loan or related documents.  The Interim Eligible Lender Trustee shall at no time have any responsibility for or with respect to the sufficiency of the Interim Trust Loans; the validity or completeness of the assignment to the Interim Eligible Lender Trustee of legal title to any Interim Trust Loan on behalf and for the benefit of the Depositor; the performance or enforcement (except as expressly set forth in the Purchase Agreements or the Sale Agreement) of any Interim Trust Loan; the compliance by the Depositor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Interim Eligible Lender Trustee.

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ARTICLE VI

Compensation and Indemnity of Interim Eligible Lender Trustee

(a)      The Interim Eligible Lender Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Depositor and the Interim Eligible Lender Trustee, and the Interim Eligible Lender Trustee shall be entitled to be reimbursed by the Depositor, to the extent provided in such separate agreement, for its other reasonable expenses hereunder.

(b)      The Depositor shall cause the Administrator to indemnify the Interim Eligible Lender Trustee in its individual capacity and any of its officers, directors, employees and agents as and to the extent provided for in Section 4.2 of the Administration Agreement.

ARTICLE VII

Termination of Interim Trust Agreement

This Agreement (other than Article VI) and the trust created hereby shall terminate and be of no further force or effect upon the earlier of (i) the termination of the Trust pursuant to Section 9.1 of the Trust Agreement and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.

ARTICLE VIII

Successor Interim Eligible Lender Trustees

SECTION 8.1      Eligibility Requirements for Interim Eligible Lender Trustee.  The Interim Eligible Lender Trustee shall at all times be a corporation or banking association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Interim Trust Loans on behalf and for the benefit of the Depositor, with a valid lender identification number with respect to the Interim Trust Loans from the Department; and (ii) being authorized to exercise corporate trust powers and hold legal title to the Interim Trust Loans.  In case at any time the Interim Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Interim Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 8.2.

SECTION 8.2      Resignation or Removal of Interim Eligible Lender Trustee.  The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor.  Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee.  If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the

6

giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements or the Sale Agreement until such successor has in fact assumed such appointment.

If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the Depositor, then the Depositor may remove the Interim Eligible Lender Trustee.  If the Depositor shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee.

Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

SECTION 8.3      Successor Interim Eligible Lender Trustee.  Any successor Interim Eligible Lender Trustee appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to the Depositor and to its predecessor Interim Eligible Lender Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Interim Eligible Lender Trustee shall become effective and such successor Interim Eligible Lender Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Interim Eligible Lender Trustee.  The predecessor Interim Eligible Lender Trustee shall upon payment of its fees and expenses deliver to the successor Interim Eligible Lender Trustee all documents, statements, moneys and properties held by it under this Agreement and shall assign, if permissible, to the successor Interim Eligible Lender Trustee any lender identification number obtained from the Department with respect to the Interim Trust Loans; and the Depositor and the predecessor Interim Eligible Lender Trustee, at the sole cost and expense of the Depositor, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Interim Eligible Lender Trustee all such rights, powers, duties and obligations.

No successor Interim Eligible Lender Trustee shall accept such appointment as provided in this Section unless at the time of such acceptance such successor Interim Eligible Lender Trustee shall be eligible pursuant to Section 8.1.

SECTION 8.4      Merger or Consolidation of Interim Eligible Lender Trustee.  Any corporation into which the Interim Eligible Lender Trustee may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any

7

merger, conversion or consolidation to which the Interim Eligible Lender Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Interim Eligible Lender Trustee, shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the Interim Eligible Lender Trustee hereunder; provided that such corporation or banking association shall be eligible pursuant to Section 8.1.

ARTICLE IX

Miscellaneous

SECTION 9.1      Supplements and Amendments.  This Agreement may be amended by the Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder.

This Agreement may also be amended from time to time by the Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders.

Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe.

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

8

SECTION 9.2      Notices.  Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Interim Eligible Lender Trustee shall be deemed given only upon actual receipt by the Interim Eligible Lender Trustee), if to the Interim Eligible Lender Trustee, addressed to its Corporate Trust Office; if to the Depositor, addressed to SLM Funding LLC, 2001 Edmund Halley Drive, Reston, Virginia 20191, or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

SECTION 9.3      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9.4      Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 9.5      Successors and Assigns.  All covenants and agreements contained herein shall be binding upon and to the benefit of, the Depositor and its successors and the Interim Eligible Lender Trustee and its successors, all as herein provided.

SECTION 9.6      Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 9.7      Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 9.8      Force Majeure.  In no event shall the Interim Eligible Lender Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Interim Eligible Lender Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of its obligations as soon as practicable under the circumstances.

SECTION 9.9      WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

[______________], not in its individual capacity but solely

as the Interim Eligible Lender Trustee

By:  __________________________

Name:

Title:

SLM FUNDING LLC,

as the Depositor

By:  __________________________

Name:

Title:

EX-4.4

Exhibit 4.4

[FORM OF] INTERIM TRUST AGREEMENT

between

[SPE SELLER],

as the Seller

and

[______________],

not in its individual capacity but solely

as Eligible Lender Trustee for the benefit of [SPE Seller]

Dated as of [_______], 20[__]

TABLE OF CONTENTS

		Page
ARTICLE I Definitions and Usage		1
ARTICLE II Appointment of [SPE Seller] Eligible Lender Trustee		2
SECTION 2.1.	Appointment of [SPE Seller] Eligible Lender Trustee	2
SECTION 2.2.	Declaration of Trust	2
SECTION 2.3.	Title to Interim Trust Loans	2
ARTICLE III Representations and Warranties of [SPE Seller]		2
ARTICLE IV Authority and Duties of [SPE Seller] Eligible Lender Trustee		3
SECTION 4.1.	General Authority	3
SECTION 4.2.	General Duties	3
SECTION 4.3.	No Duties Except as Specified in this Agreement	3
SECTION 4.4.	No Action Except Under Specified Documents	4
SECTION 4.5.	Restrictions	4
ARTICLE V Concerning the [SPE Seller] Eligible Lender Trustee		4
SECTION 5.1.	Acceptance of Trust and Duties	4
SECTION 5.2.	Representations and Warranties	5
SECTION 5.3.	Not Acting in Individual Capacity	5
SECTION 5.4.	[SPE Seller] Eligible Lender Trustee Not Liable for the Interim Trust Loans	6
ARTICLE VI Compensation and Indemnity of [SPE Seller] Eligible Lender Trustee		6
ARTICLE VII Termination of Interim Trust Agreement		6
ARTICLE VIII Successor [SPE Seller] Eligible Lender Trustees		6
SECTION 8.1.	Eligibility Requirements for [SPE Seller] Eligible Lender Trustee	6
SECTION 8.2.	Resignation or Removal of [SPE Seller] Eligible Lender Trustee	7
SECTION 8.3.	Successor [SPE Seller] Eligible Lender Trustee	7
SECTION 8.4.	Merger or Consolidation of [SPE Seller] Eligible Lender Trustee	8
ARTICLE IX Miscellaneous		8
SECTION 9.1.	Supplements and Amendments	8
SECTION 9.2.	Notices	9
SECTION 9.3.	Severability	9
SECTION 9.4.	Separate Counterparts	9
SECTION 9.5.	Successors and Assigns	9
SECTION 9.6.	Headings	9
SECTION 9.7.	Governing Law	9
SECTION 9.8.	Force Majeure	10
SECTION 9.9.	Waiver of Jury Trial	10

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INTERIM TRUST AGREEMENT

INTERIM TRUST AGREEMENT (the “Agreement”), dated as of [_______], 20[__], between [SPE Seller] (“[SPE Seller]”) as the Purchaser and subsequent Seller of certain Loans, and [__________________], not in its individual capacity but solely as Eligible Lender Trustee (the “[SPE Seller] Eligible Lender Trustee”).

WHEREAS, [SPE Seller] is a limited liability company established for the purpose of purchasing Loans from subsidiaries or affiliates of SLM Corporation and selling Loans to, among others, SLM Funding LLC (the “Depositor”) for resale to special purpose trusts established for the purpose of financing the purchase of such Loans;

WHEREAS, on the Closing Date, [SPE Seller] has acquired certain Loans from subsidiaries or affiliates of SLM Corporation, and will subsequently enter into a Purchase Agreement with the Depositor, for the purpose of effecting the sale of such Loans to the Depositor;

WHEREAS, during the Supplemental Purchase Period, [SPE Seller] may acquire Additional Trust Student Loans from subsidiaries or affiliates of SLM Corporation and subsequently enter into one or more Additional Purchase Agreements with the Depositor, for the purpose of effecting the sale of such Additional Trust Student Loans (collectively, the applicable Initial Trust Student Loans and the applicable Additional Trust Student Loans are referred to herein as the “Interim Trust Loans”);

WHEREAS, pursuant to the terms of the Purchase Agreement with the Depositor, [SPE Seller] may be required, under certain circumstances, to repurchase some of the Interim Trust Loans; and

WHEREAS, the Eligible Lender Trustee is an “eligible lender” within the meaning of Section 435(d) of the Higher Education Act and is willing to hold legal title to the Interim Trust Loans on behalf and for the benefit of [SPE Seller].

NOW, THEREFORE, [SPE Seller] and the [SPE Seller] Eligible Lender Trustee hereby agree as follows:

ARTICLE I

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 to the Indenture, dated as of [_____], 20[__] (the “Indenture”), among SLM Student Loan Trust 20[__]-[__] (the “Trust”), [____________], not in its individual capacity but solely as eligible lender trustee (the “Eligible Lender Trustee”) on behalf of the Trust, and [____________], not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), as may be amended or supplemented from time to time, which also contains rules as to usage that shall be applicable herein.

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ARTICLE II

Appointment of [SPE Seller] Eligible Lender Trustee

SECTION 2.1.Appointment of [SPE Seller]Eligible Lender Trustee.  [SPE Seller] hereby appoints the [SPE Seller] Eligible Lender Trustee, effective as of the date hereof, as trustee, to have all the rights, powers and duties set forth herein, including, without limitation:

a.   to hold legal title to the Interim Trust Loans on behalf and for the benefit of [SPE Seller];

b.   to enter into and perform its obligations as the [SPE Seller] Eligible Lender Trustee under this Agreement and the [SPE Seller] Purchase Agreement (including any Additional Purchase Agreements entered into during the Supplemental Purchase Period); and

c.   to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.

SECTION 2.2.Declaration of Trust.  The [SPE Seller] Eligible Lender Trustee hereby declares that it will hold the Interim Trust Loans in trust upon and subject to the conditions set forth herein for the use and benefit of [SPE Seller], subject to the obligations of the [SPE Seller] Eligible Lender Trustee under the [SPE Seller] Purchase Agreement.  Effective as of the date hereof, the [SPE Seller] Eligible Lender Trustee shall have all rights, powers and duties set forth herein with respect to accomplishing the purposes of this Agreement.

SECTION 2.3.Title to Interim Trust Loans.  Legal title to all of the Interim Trust Loans shall be vested at all times in the [SPE Seller] Eligible Lender Trustee on behalf of and for the benefit of [SPE Seller].

ARTICLE III

Representations and Warranties of [SPE Seller]

[SPE Seller] hereby represents and warrants to the [SPE Seller] Eligible Lender Trustee that:

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

2.   It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by [SPE Seller] by all necessary action.

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3.   This Agreement constitutes a legal, valid and binding obligation of [SPE Seller] enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.

4.   The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of formation or limited liability company operating agreement, in effect as of the date hereof, of [SPE Seller], or any indenture, agreement or other instrument to which [SPE Seller] is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to [SPE Seller] of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over [SPE Seller] or its properties.

ARTICLE IV

Authority and Duties of [SPE Seller] Eligible Lender Trustee

SECTION 4.1.General Authority.  The [SPE Seller] Eligible Lender Trustee is authorized and directed to execute and deliver the [SPE Seller] Purchase Agreement and this Agreement and each certificate or other document attached as an exhibit to or contemplated by such agreements, in each case, in such form as [SPE Seller] shall approve as evidenced conclusively by the [SPE Seller] Eligible Lender Trustee’s execution thereof.  The [SPE Seller] Eligible Lender Trustee is also authorized and directed on behalf and for the benefit of [SPE Seller] to acquire and hold legal title to the Interim Trust Loans and to take all actions required of the [SPE Seller] Eligible Lender Trustee pursuant to the [SPE Seller] Purchase Agreement and this Agreement.

SECTION 4.2.General Duties.  It shall be the duty of the [SPE Seller] Eligible Lender Trustee to discharge (or cause to be discharged) all its responsibilities as the [SPE Seller] Eligible Lender Trustee pursuant to the terms of the [SPE Seller] Purchase Agreement and this Agreement.

SECTION 4.3.No Duties Except as Specified in this Agreement.  The [SPE Seller] Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Interim Trust Loans, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the [SPE Seller] Eligible Lender Trustee is a party, except as expressly provided by the terms of the [SPE Seller] Purchase Agreement or this Agreement; and no implied duties or obligations shall be read into this Agreement or the [SPE Seller] Purchase Agreement against the [SPE Seller] Eligible Lender Trustee.

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SECTION 4.4.No Action Except Under Specified Documents.  The [SPE Seller] Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the [SPE Seller] Eligible Lender Trustee pursuant to this Agreement and the [SPE Seller] Purchase Agreement.

SECTION 4.5.Restrictions.  The [SPE Seller] Eligible Lender Trustee shall not take any action that is inconsistent with the purposes of the Trust set forth in the Basic Documents.

ARTICLE V

Concerning the [SPE Seller] Eligible Lender Trustee

SECTION 5.1.Acceptance of Trust and Duties.  The [SPE Seller] Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement.  The [SPE Seller] Eligible Lender Trustee shall not be answerable or accountable hereunder or under the [SPE Seller] Purchase Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the [SPE Seller] Eligible Lender Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

1.   The [SPE Seller] Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the [SPE Seller] Eligible Lender Trustee.

2.   No provision of this Agreement or the [SPE Seller] Purchase Agreement shall require the [SPE Seller] Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the [SPE Seller] Purchase Agreement, if the [SPE Seller] Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.

3.   The [SPE Seller] Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by [SPE Seller] or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the [SPE Seller] Purchase Agreement.

4.   In no event shall the [SPE Seller] Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the [SPE Seller] Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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SECTION 5.2.Representations and Warranties.  The [SPE Seller] Eligible Lender Trustee hereby represents and warrants to [SPE Seller] that:

1.   It is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of [_______], at which it will act as trustee for the Trust. It has all requisite power and authority to execute, deliver and perform its obligations under the [SPE Seller] Purchase Agreement and this Agreement.

2.   It has taken all action necessary to authorize the execution and delivery by it of the [SPE Seller] Purchase Agreement and this Agreement, and the [SPE Seller] Purchase Agreement and this Agreement have been executed and delivered by [one] [two] of its officers who are duly authorized to execute and deliver the same on its behalf.

3.   Neither the execution nor the delivery by it of the [SPE Seller] Purchase Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal or [____] state law, governmental rule or regulation governing the banking or trust powers of the [SPE Seller] Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.

4.   It is and will maintain its status as an “eligible lender” (as such term is defined in Section 435(d) of the Higher Education Act) for purposes of holding legal title to the Interim Trust Loans as contemplated by this Agreement and the [SPE Seller] Purchase Agreement.

SECTION 5.3.Not Acting in Individual Capacity.  Except as provided in this Article V, in accepting the trust hereby created, [___________] acts solely as [SPE Seller] Eligible Lender Trustee hereunder and not in its individual capacity.

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SECTION 5.4.[SPE Seller] Eligible Lender Trustee Not Liable for the Interim Trust Loans.  The [SPE Seller] Eligible Lender Trustee makes no representations as to the validity or sufficiency of this Agreement or the [SPE Seller] Purchase Agreement, or of any Interim Trust Loan or related documents.  The [SPE Seller] Eligible Lender Trustee shall at no time have any responsibility for or with respect to the sufficiency of the Interim Trust Loans; the validity or completeness of the assignment to the [SPE Seller] Eligible Lender Trustee of legal title to any Interim Trust Loan on behalf and for the benefit of [SPE Seller]; the performance or enforcement (except as expressly set forth in the [SPE Seller] Purchase Agreement) of any Interim Trust Loan; the compliance by [SPE Seller] or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the [SPE Seller] Eligible Lender Trustee.

ARTICLE VI

Compensation and Indemnity of [SPE Seller] Eligible Lender Trustee

(a)           The [SPE Seller] Eligible Lender Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between [SPE Seller] and the [SPE Seller] Eligible Lender Trustee, and the [SPE Seller] Eligible Lender Trustee shall be entitled to be reimbursed by [SPE Seller], to the extent provided in such separate agreement, for its other reasonable expenses hereunder.

(b)           The Depositor shall cause the Administrator to indemnify the Interim Eligible Lender Trustee in its individual capacity and any of its officers, directors, employees and agents as and to the extent provided for in Section 4.2 of the Administration Agreement.

ARTICLE VII

Termination of Interim Trust Agreement

This Agreement (other than Article VI) and the trust created hereby shall terminate and be of no further force or effect upon the earlier of (i) the termination of the Trust pursuant to Section 9.1 of the Trust Agreement and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.

ARTICLE VIII

Successor [SPE Seller] Eligible Lender Trustees

SECTION 8.1.Eligibility Requirements for [SPE Seller] Eligible Lender Trustee.  The [SPE Seller] Eligible Lender Trustee shall at all times be a corporation or banking association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Interim Trust Loans on behalf and for the benefit of [SPE Seller], with a valid lender identification number with respect to the

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Interim Trust Loans from the Department; and (ii) being authorized to exercise corporate trust powers and hold legal title to the Interim Trust Loans.  In case at any time the [SPE Seller] Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the [SPE Seller] Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 8.2.

SECTION 8.2.Resignation or Removal of [SPE Seller] Eligible Lender Trustee.  The [SPE Seller] Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to [SPE Seller].  Upon receiving such notice of resignation, [SPE Seller] shall promptly appoint a successor [SPE Seller] Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning [SPE Seller] Eligible Lender Trustee and one copy to the successor [SPE Seller] Eligible Lender Trustee.  If no successor [SPE Seller] Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning [SPE Seller] Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor [SPE Seller] Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning [SPE Seller] Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement or the [SPE Seller] Purchase Agreement until such successor has in fact assumed such appointment.

If at any time the [SPE Seller] Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by [SPE Seller], then [SPE Seller] may remove the [SPE Seller] Eligible Lender Trustee.  If [SPE Seller] shall remove the [SPE Seller] Eligible Lender Trustee under the authority of the immediately preceding sentence, [SPE Seller] shall promptly appoint a successor [SPE Seller] Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing [SPE Seller] Eligible Lender Trustee so removed and one copy to the successor [SPE Seller] Eligible Lender Trustee together with payment of all fees owed to the outgoing [SPE Seller] Eligible Lender Trustee.

Any resignation or removal of the [SPE Seller] Eligible Lender Trustee and appointment of a successor [SPE Seller] Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor [SPE Seller] Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing [SPE Seller] Eligible Lender Trustee.

SECTION 8.3.Successor [SPE Seller] Eligible Lender Trustee.  Any successor [SPE Seller] Eligible Lender Trustee appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to [SPE Seller] and to its predecessor [SPE Seller] Eligible Lender Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor [SPE Seller] Eligible Lender Trustee shall become effective and such successor [SPE Seller] Eligible Lender Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as [SPE Seller] Eligible Lender Trustee.  The predecessor [SPE Seller] Eligible Lender Trustee shall upon payment of its fees and expenses

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deliver to the successor [SPE Seller] Eligible Lender Trustee all documents, statements, moneys and properties held by it under this Agreement and shall assign, if permissible, to the successor [SPE Seller] Eligible Lender Trustee any lender identification number obtained from the Department with respect to the Interim Trust Loans; and [SPE Seller] and the predecessor [SPE Seller] Eligible Lender Trustee, at the sole cost and expense of the Depositor, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor [SPE Seller] Eligible Lender Trustee all such rights, powers, duties and obligations.

No successor [SPE Seller] Eligible Lender Trustee shall accept such appointment as provided in this Section unless at the time of such acceptance such successor [SPE Seller] Eligible Lender Trustee shall be eligible pursuant to Section 8.1.

SECTION 8.4.Merger or Consolidation of [SPE Seller] Eligible Lender Trustee.  Any corporation into which the [SPE Seller] Eligible Lender Trustee may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which the [SPE Seller] Eligible Lender Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the [SPE Seller] Eligible Lender Trustee, shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the [SPE Seller] Eligible Lender Trustee hereunder; provided that such corporation or banking association shall be eligible pursuant to Section 8.1.

ARTICLE IX

Miscellaneous

SECTION 9.1.Supplements and Amendments.  This Agreement may be amended by [SPE Seller] and the [SPE Seller] Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder.

This Agreement may also be amended from time to time by [SPE Seller] and the [SPE Seller] Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders.

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Promptly after the execution of any such amendment or consent, the [SPE Seller] Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the [SPE Seller] Eligible Lender Trustee may prescribe.

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

SECTION 9.2.Notices.  Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the [SPE Seller] Eligible Lender Trustee shall be deemed given only upon actual receipt by the [SPE Seller] Eligible Lender Trustee), if to the [SPE Seller] Eligible Lender Trustee, addressed to its Corporate Trust Office; if to [SPE Seller], addressed to [SPE Seller], 2001 Edmund Halley Drive, Reston, Virginia 20191, or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

SECTION 9.3.Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9.4.Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 9.5.Successors and Assigns.  All covenants and agreements contained herein shall be binding upon and to the benefit of, [SPE Seller] and its successors and the [SPE Seller] Eligible Lender Trustee and its successors, all as herein provided.

SECTION 9.6.Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 9.7.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

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SECTION 9.8.Force Majeure.  In no event shall the [SPE Seller] Eligible Lender Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the [SPE Seller] Eligible Lender Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of its obligations as soon as practicable under the circumstances.

SECTION 9.9.WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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

[_________________], not in its individual capacity but solely as Eligible Lender Trustee for the benefit of [SPE Seller]

By:  _________________________

Name:

Title:

[SPE SELLER],

in its capacity as Purchaser and Seller

By:  _________________________

Name:

Title:

EX-99.1

Exhibit 99.1

[FORM OF] SALE AGREEMENT MASTER SECURITIZATION TERMS

NUMBER 1000

These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of [________], 20[__] among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 20[__]-[__] (the “Purchaser” or the “Trust”), and [__________], not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of the Seller under the Funding Interim Trust Agreement dated as of [________, 20__] between the Seller and the Interim Eligible Lender Trustee, and [__________], not in its individual capacity but solely as Eligible Lender Trustee on behalf of the Purchaser (the “Eligible Lender Trustee”), shall be effective upon execution by the parties hereto.  References to the Seller herein mean the Interim Eligible Lender Trustee, and references to the Purchaser mean the Eligible Lender Trustee, for all purposes involving the holding or transferring of legal title to the Trust Student Loans.

WHEREAS, the Seller is the owner of certain student loans guaranteed under the Higher Education Act;

WHEREAS, legal title to such loans is vested in the Interim Eligible Lender Trustee, as trustee for the benefit of the Seller as the sole beneficiary;

WHEREAS, the Seller may desire to sell its interest in such loans from time to time and the Purchaser may desire to purchase such loans from the Seller;

WHEREAS, the Purchaser desires to purchase from the Seller the portfolio of Initial Loans;

WHEREAS, from time to time following the Closing Date until the end of the Supplemental Purchase Period, the Seller may desire to sell Additional Loans and the Purchaser may purchase such Additional Loans in accordance with these Master Sale Terms and the related Additional Sale Agreement;

WHEREAS, from time to time, Seller may substitute loans in accordance with these Master Sale Terms; and

WHEREAS, the Eligible Lender Trustee is willing to hold legal title to, and serve as eligible lender trustee with respect to, such loans for the benefit of the Purchaser.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

SECTION 1.      TERMS

These Master Sale Terms establish the terms under which the Seller (and with respect to legal title, the Interim Eligible Lender Trustee for the benefit of theSeller) may sell and the Purchaser (and with respect to legal title, the Eligible Lender Trustee on behalf of the Purchaser) may purchase the Loans (and all obligations of the Borrowers thereunder) specified in the Initial Sale Agreement with respect to the Initial Loans or each Additional Sale Agreement with respect to any Additional Loans or Substituted Loans as the parties may execute from time to time pursuant to

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these Master Sale Terms.  The Initial Sale Agreement and each Additional Sale Agreement, as applicable, shall be substantially in the form of Attachment A and Attachment C hereto, respectively, in each case incorporating by reference the terms of these Master Sale Terms, and shall be a separate agreement among the Seller, the Purchaser, the Eligible Lender Trustee for the benefit of the Purchaser, and the Interim Eligible Lender Trustee for the benefit of theSeller with respect to the Loans covered by the terms of the Initial Sale Agreement or the related Additional Sale Agreement, as applicable.  If the terms of the Initial Sale Agreement or any Additional Sale Agreement conflict with the terms of these Master Sale Terms, the terms of the Initial Sale Agreement or the related Additional Sale Agreement, as applicable, shall supersede and govern.

SECTION 2.      DEFINITIONS

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein, including in the related Sale Agreement and Bill of Sale, shall have the meanings set forth in Appendix A to the Indenture, dated as of [________, 20__] (the “Indenture”), among the Eligible Lender Trustee on behalf of SLM Student Loan Trust 20[__]-[__] (the “Trust”), the Trust and [__________], not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”), as such appendix may be amended or supplemented from time to time with the consent of the parties hereto.

For purposes hereof:

(A)      “Account” means all of the Eligible Loans hereunder of one (1) Borrower that are of the same Loan type made under the identical subsection of the Higher Education Act and in the same status.

(B)      “Additional Bill of Sale” means each document, in the form of Attachment D hereto, executed by an authorized officer of the Interim Eligible Lender Trustee for the benefit of the Seller and the Eligible Lender Trustee for the benefit of the Purchaser which shall:  (i) set forth the list and certain terms of (a) Additional Loans offered by the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller and accepted for purchase by the Eligible Lender Trustee for the benefit of the Purchaser, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by the Seller, (ii) sell, assign and convey to the Purchaser and the Eligible Lender Trustee, for the benefit of the Purchaser and their assignees, all rights, title and interest of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Bill of Sale and (iii) certify that the representations and warranties made by the Seller pursuant to Sections 5(A) and (B) of these Master Sale Terms are true and correct.

(C)      “Additional Loans” means the Eligible Loans evidenced by a Note or Notes sold from time to time during the Supplemental Purchase Period pursuant to an Additional Sale Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

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(D)      “Additional Loans Purchase Price” means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Sale Agreement (which, with respect to any Additional Trust Student Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the aggregate principal balance of such Additional Trust Student Loan, plus accrued interest to be capitalized).

(E)      “Additional Sale Agreement” means each Additional Sale Agreement (including the related Additional Bill of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Sale Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by the Seller and the Interim Eligible Lender Trustee (for the benefit of the Seller), the Purchaser and the Eligible Lender Trustee (for the benefit of the Purchaser) which certifies that the representations and warranties made by the Seller as set forth in Sections 5(A) and (B) of these Master Sale Terms are true and correct as of the related Purchase Date.

(F)      “Bill of Sale” means the Initial Bill of Sale or an Additional Bill of Sale, as applicable.

(G)      [“Bluemont Funding” means Bluemont Funding LLC.]

(H)      [“Bluemont Funding Master Purchase Terms” means the Purchase Agreement Master Securitization Terms Number 1000 dated [________], 20[__], among Bluemont Funding, as seller, [__________], as interim eligible lender trustee for the benefit of Bluemont Funding, SLM Funding LLC, and the Interim Eligible Lender Trustee for the benefit of the SLM Funding LLC.]

(I)       “Borrower” means the obligor on a Loan.

(J)      “Consolidation Loan” means a Loan made pursuant to and in full compliance with Section 428C of the Higher Education Act.

(K)      “Cutoff Date” means the Initial Cutoff Date, Statistical Cutoff Date or any Subsequent Cutoff Date, as applicable.

(L)      “Eligible Loan” means a Loan offered for sale or substituted by the Seller under a Sale Agreement which as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is current or not more past due than permitted under such Sale Agreement in payment of principal or interest and which meets the following criteria as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the effective date of the related Bill of Sale, in the case of any Additional Loan or Substituted Loan:

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(i)      is [a Stafford Loan, a PLUS Loan or an SLS Loan, and is not a Consolidation Loan]/[a Consolidation Loan];

(ii)      is owned by the Seller and is fully disbursed;

(iii)      is guaranteed as to principal and interest by the applicable Guarantor to the maximum extent permitted by the Higher Education Act for such Loan;

(iv)      bears interest at a stated rate of not less than the maximum rate permitted under the Higher Education Act for such Loan;

(v)      is eligible for the payment of the quarterly special allowance at the full and undiminished rate established under the formula set forth in the Higher Education Act for such Loan;

(vi)      if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a Loan for which interest either is billed quarterly to Borrower or deferred until commencement of the repayment period, in which case such accrued interest is subject to capitalization to the full extent permitted by the applicable Guarantor;

(vii)      is current or no payment of principal or interest shall be more than 210 days past due as of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date;

(viii)      the last disbursement was before the Statistical Cutoff Date, in the case of the Initial Loans, or before the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan;

(ix)      is supported by the following documentation:

1. loan application, and any supplement thereto,

2. original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,

3. evidence of guarantee,

4. any other document and/or record which the Purchaser may be required to retain pursuant to the Higher Education Act,

5. if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or, the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,

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6. if applicable, documentation which supports periods of current or past deferment or past forbearance,

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

8. if applicable, evidence of all requests for skip-tracing assistance and current address of the Borrower, if located,

9. if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) has/have been notified, and

10. if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.

(M)       “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(m) and 2.9(f) of the Administration Agreement.

(N)      “Initial Bill of Sale” means the document, in the form of Attachment B hereto, executed by an authorized officer of the Interim Eligible Lender Trustee for the benefit of the Seller and the Eligible Lender Trustee for the benefit of the Purchaser which shall (i) set forth the applicable Initial Loans offered by the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller and accepted for purchase by the Eligible Lender Trustee for the benefit of the Purchaser, (ii) sell, assign and convey to the Purchaser and the Eligible Lender Trustee, for the benefit of the Purchaser, and their assignees, all rights, title and interest of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in the Initial Loans listed on that Bill of Sale and (iii) certify that the representations and warranties made by the Seller as set forth in Sections 5 (A) and (B) of these Master Sale Terms are true and correct.

(O)            “Initial Cutoff Date” means [________, 20__].

(P)      “Initial Loans” means the Eligible Loans evidenced by the Notes sold on the Closing Date pursuant to the Initial Sale Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

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(Q)      “Initial Purchase Price” means the dollar amount or other consideration specified as the “Initial Purchase Price” in the applicable Sale Agreement.

(R)            “Initial Sale Agreement” means the Sale Agreement (including the related Blanket Endorsement, Initial Bill of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Sale Terms form a part by reference), to be executed by the Seller, the Interim Eligible Lender Trustee for the benefit of the Seller, the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser, which shall certify that the representations and warranties made by the Seller as set forth in Sections 5 (A) and (B) of these Master Sale Terms are true and correct as of the Closing Date.

(S)      “Loan” means an Initial Loan, Additional Loan or Substituted Loan, as applicable, offered for sale and purchased, or substituted, pursuant to the related Sale Agreement.

(T)      “Loan Transmittal Summary Forms” means the forms related to each Bill of Sale provided to the Seller by the Purchaser and completed by the Seller which list, by Borrower, (i) the Loans subject to the related Bill of Sale and (ii) the outstanding Principal Balance and accrued interest thereof as of the related Cutoff Date.

(U)      “Note” means the promissory note or notes of the Borrower and any amendment thereto evidencing the Borrower’s obligation with regard to a student loan guaranteed under the Higher Education Act or the electronic records evidencing the same.

(V)      [“PLUS Loan” means a Loan that was made pursuant to the PLUS Program established under Section 428B of the Higher Education Act (or predecessor provisions).]

(W)      “Principal Balance” means the outstanding principal amount of the Loan, plus interest expected to be capitalized (if any), less amounts which may not be insured (such as late charges).

(X)      “Purchase Date” means with respect to the Initial Loans, the Closing Date, and with respect to any Additional Loans or Substituted Loans, the date of the related Additional Bill of Sale.

(Y)      “Purchase Price” means the Initial Purchase Price or the Additional Loans Purchase Price, as applicable.

(Z)      “Purchased Loans” means, with respect to each Sale Agreement, the Loans sold and purchased or substituted pursuant to such Sale Agreement.

(AA)      “Sale Agreement” means the Initial Sale Agreement or an Additional Sale Agreement, as applicable.

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(BB)      “Secretary” means the United States Secretary of Education or any successor.

(CC)      “SLM ECFC” means SLM Education Credit Finance Corporation.

(DD)      “SLM ECFC Master Purchase Terms” means the Purchase Agreement Master Securitization Terms Number 1000 dated [________, 20__], among SLM ECFC, as seller, SLM Funding LLC and the Interim Eligible Lender Trustee for the benefit of SLM Funding LLC.

(EE)      [“SLS Loan” means a Loan which was made pursuant to the Supplemental Loans for Students Program established under Section 428A of the Higher Education Act (or predecessor provisions), including Loans referred to as ALAS Loans or Student PLUS Loans.]

(FF)      [“Stafford Loan” means a Subsidized Stafford Loan or an Unsubsidized Stafford Loan.]

(GG)      “Statistical Cutoff Date” means [________, 20__].

(HH)      “Subsequent Cutoff Date” means the date specified in the related Additional Sale Agreement agreed to by the Seller and the Purchaser for the purposes of determining the Principal Balance and accrued interest to be capitalized, as applicable, for purposes of completing each related Loan Transmittal Summary Form.

(II)      “Subsidized [Stafford]/[Consolidation] Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A(d) of the Higher Education Act.

(JJ)      “Substituted Loans” means the Eligible Loans evidenced by a Note or Notes substituted by the Seller, pursuant to the terms of Section 6(B) hereof, from time to time as evidenced by an Additional Sale Agreement and related documentation, together with any guarantees and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.  For all purposes hereunder, except with respect to Purchase Price or as otherwise set forth herein, Substituted Loans shall be treated as Additional Loans.

(KK)      [“Town Center Funding” means Town Center Funding LLC.]

(LL)      [“Town Center Master Purchase Terms” means the Purchase Agreement Master Securitization Terms Number 1000 dated [________, 20__], among Town Center Funding, as seller, [__________], as interim eligible lender trustee for the benefit of Town Center Funding, SLM Funding LLC, and the Interim Eligible Lender Trustee for the benefit of the SLM Funding LLC.]

(MM)      [“Town Hall Funding” means Town Hall Funding LLC.]

(NN)      [“Town Hall Master Purchase Terms” means the Purchase Agreement Master Securitization Terms Number 1000 dated [________, 20__], among Town Hall Funding, as seller, [__________], as interim eligible lender trustee for the benefit of Town Hall Funding, SLM Funding LLC, and the Interim Eligible Lender Trustee for the benefit of the SLM Funding LLC.]

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(OO)       “Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date, plus any Additional Loan, plus any Substituted Loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6(B) of this Sale Agreement or pursuant to Section 6(B) 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.

(PP)      “Unsubsidized [Stafford]/[Consolidation] Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

(QQ)      [“VL Funding” means VL Funding LLC.]

(RR)      [“VL Master Purchase Terms” means the Purchase Agreement Master Securitization Terms Number 1000 dated [________, 20__], among VL Funding, as seller, [__________], as interim eligible lender trustee for the benefit of VL Funding, SLM Funding LLC, and the Interim Eligible Lender Trustee for the benefit of the SLM Funding LLC.]

SECTION 3.      SALE/PURCHASE

SECTION 3.1   SALE/PURCHASE OF INITIAL LOANS

(A)      Consummation of Sale and Purchase

The sale and purchase of Eligible Loans pursuant to the Initial Sale Agreement with respect to the Initial Loans shall be consummated upon:

(i) the Purchaser’s receipt from the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller of the Initial Bill of Sale;

(ii) the payment by the Purchaser to the Seller of the Initial Purchase Price;

(iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and

(iv)  receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement.

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Upon consummation, such sale and purchase shall be effective as of the date of the Initial Bill of Sale.  The Seller and the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Sale Agreement with respect to each Initial Loan.

(B)      Settlement of the Initial Purchase Price

On the date of the Initial Bill of Sale, the Purchaser shall pay the Seller the Initial Purchase Price.  The portion of the Initial Purchase Price consisting of Class A Notes and Class B Notes shall be issued to the Seller or its designee.  The portion of the Initial Purchase Price consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by the Seller or its designee.  The portion of the Initial Purchase Price consisting of the Excess Distribution Certificate shall be paid by delivery of the Excess Distribution Certificate to the Seller or its designee.

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(C)      Interest Subsidy and Special Allowance Payments and Rebate Fees

The Sellershall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan up to but not including the Initial Cutoff Date, and shall be responsible for the payment of rebate fees, if any, applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date.  The Purchaser and the Eligible Lender Trustee, for the benefit of the Purchaser, shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SECTION 3.2   SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION  OF SUBSTITUTED LOANS

(A)      Requirements Relating to Additional Loans

From time to time during the Supplemental Purchase Period, the Seller may, but shall not be obligated to sell Eligible Loans to the Purchaser, and the Purchaser may (but only to the extent that funds are available at such time in the Supplemental Purchase Account) purchase such Additional Loans from the Seller at the related Additional Loans Purchase Price set forth in the related Additional Sale Agreement.  In addition, at any time the Seller may transfer Substituted Loans to the Purchaser in satisfaction of any Loan repurchase obligations hereunder.  The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Agreement shall be consummated as set forth in this Section 3.2.

(B)      Consummation of Sale and Purchase

During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Agreement shall be consummated upon (i) the Purchaser’s receipt from the Seller of a fully executed copy of the related Additional Sale Agreement; and (ii) the payment by the Purchaser to the Seller of the related Purchase Price.  Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Bill of Sale.  The

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Seller and the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Agreement with respect to each Additional Loan.

(C)      Settlement of the Purchase Price

On the date of the related Additional Bill of Sale for an Additional Loan, the Purchaser shall pay the Seller the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser to the Seller of ownership of the Loans being substituted).

(D)      Interest Subsidy and Special Allowance Payments and Rebate Fees

The Seller shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Bill of Sale accruing up to but not including the related Subsequent Cutoff Date.  The Purchaser and the Eligible Lender Trustee on behalf of the Purchaser shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans [which are Consolidation Loans subject to the related Bill of Sale] accruing from the date of the related Subsequent Cutoff Date.

SECTION 3.3   GENERAL

(A)      [Reserved]

(B)      Intent of the Parties

With respect to each sale or substitution of Loans pursuant to these Master Sale Terms and the related Sale Agreements, it is the intention of the Seller, the Interim Eligible Lender Trustee, the Purchaser and the Eligible Lender Trustee, and the Seller hereby warrants that, except for U.S. federal, state and local income and franchise tax purposes, the transfer and assignment constitute a valid sale of such Loans from the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller to the Purchaser and the Eligible Lender Trustee or a valid substitution, for the benefit of and on behalf of the Purchaser, and that the beneficial interest in and title to such Loans not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller.

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SECTION 4.      CONDITIONS PRECEDENT TO SALE AND PURCHASE OR SUBSTITUTION

Any purchase or substitution of Loans pursuant to these Master Sale Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding and VL Funding], by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):

(A)      Activities Prior to a Sale or Substitution

Following the execution of a Sale Agreement, the Seller shall provide any assistance requested by the Purchaser in determining that all required documentation on the related Loans is present and correct.

(B)      Continued Servicing

The Seller shall service, or cause to be serviced, all Loans as required under the Higher Education Act until the date of the related Bill of Sale.

(C)      Bill of Sale/Loan Transmittal Summary Form

The Seller shall deliver to the Purchaser:

(i)      a Bill of Sale that (a) has been duly authorized, executed and delivered by an authorized officer of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller, covering the applicable Loans offered by the Seller, (b) has been accepted by the Purchaser as set forth thereon, selling, assigning and conveying to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser and their assignees all right, title and interest of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller, including the insurance interest of the Interim Eligible Lender Trustee for the benefit of the Seller, in each of the related Loans, and (c) states that the representations and warranties made by the Seller in Sections 5(A) and (B) of these Master Sale Terms are true and correct on and as of the date of the Bill of Sale; and

(ii)      the Loan Transmittal Summary Form, attached to the Bill of Sale, identifying each of the Eligible Loans which is the subject of the Bill of Sale and setting forth the unpaid Principal Balance of each such Loan.

(D)      Endorsement

The Seller and the Interim Eligible Lender Trustee for the benefit of the Seller shall provide a blanket endorsement transferring the entire interest of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in the Loans to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser with the form of endorsement provided for in the Initial Sale Agreement with respect to the Initial Loans or any Additional Sale Agreement with respect to any Additional Loans or Substituted Loans.

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At the direction of and in such form as the Purchaser may designate, the Seller also agrees to individually endorse any Eligible Loan as the Purchaser may request from time to time.

(E)      Officer’s Certificate

The Seller shall furnish to the Purchaser, with each Bill of Sale provided in connection with each sale or substitution of Loans pursuant to these Master Sale Terms, an Officer’s Certificate, dated as of the date of such Bill of Sale.

(F)      Loan Transfer Statement

Upon the Purchaser’s request, the Seller shall deliver to the Purchaser one (1) or more Loan Transfer Statements (Department Form OE 1074 or its equivalent) provided by the Purchaser, executed by the Interim Eligible Lender Trustee for the benefit of the Seller and dated the date of the related Bill of Sale. The Seller agrees that the Purchaser and the Eligible Lender Trustee may use the related Bill of Sale, including the Loan Transmittal Summary Form attached to that Bill of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Interim Eligible Lender Trustee for the benefit of the Seller to the Eligible Lender Trustee for the benefit of the Purchaser of the Loans listed on the related Bill of Sale.

(G)      Power of Attorney

The Seller and the Interim Eligible Lender Trustee hereby grant to the Eligible Lender Trustee, for the benefit of and on behalf of the Purchaser, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller any Eligible Loan to evidence the transfer of such Eligible Loan to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser and to transfer or to cause to be transferred any Note from SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding] or the Servicer to the Eligible Lender Trustee or the Indenture Trustee or any other custodian on behalf of either of them.

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(H)      Contemporaneous Sale

Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust.

(I)      Sufficient Funds

With respect to the Additional Loans, the amount on deposit in the Supplemental Purchase Account shall be greater than or equal to the related Additional Loans Purchase Price.

SECTION 5.      REPRESENTATIONS AND WARRANTIES OF SELLER AND ELIGIBLE LENDER TRUSTEE

(A)      General

The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date:

(i)      The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;

(ii)      The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictions;

(iii)      The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement and any Additional Sale Agreement, the Initial Bill of Sale and any Additional Bill of Sale;

(iv)      The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of the Purchaser; and

(v)      The Seller does not have the right to cause the Servicer, SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding or VL Funding], as applicable, to modify, discontinue or terminate any borrower benefit incentive program at any time and for any reason.

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(B)      Particular

The Seller represents and warrants to the Purchaser as to the Purchased Loans purchased by the Purchaser or substituted by the Seller under the Initial Sale Agreement with respect to the Initial Loans, or each Additional Sale Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Sale Terms that as of the date of the Initial Sale Agreement, as of the Statistical Cutoff Date, or as of the related Additional Sale Agreement, as applicable, or as of the date otherwise noted:

(i)      The Interim Eligible Lender Trustee for the benefit of the Seller has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to those Loans;

(ii)      These Master Sale Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Interim Eligible Lender Trustee and the Seller;

(iii)      The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;

(iv)      As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Sale Agreement and the related Loan Transmittal Summary Form is true and correct;

(v)      The Interim Eligible Lender Trustee and the Seller are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase or substitution by the Seller and or the Interim Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller and the Interim Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Interim Eligible Lender Trustee or the Seller is a party or by which the Interim Eligible Lender Trustee or the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;

(vi)      The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);

(vii)      No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(viii)      Each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Eligible Lender Trustee for the benefit of the Purchaser as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Bill of Sale;

(ix)      Any payments on the Purchased Loans received by the Interim Eligible Lender Trustee for the benefit of the Seller that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the Purchased Loans as of the related Cutoff Date as stated on the related Loan Transmittal Summary Form is true and correct;

(x)      Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;

(xi)      All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;

(xii)      Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(xiii)      No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, and the Subsequent Cutoff Date, as to the Additional Loans or Substituted Loans, no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;

(xiv)      It is the intention of the Seller and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller and the Interim Eligible Lender Trustee to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller;

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(xv)      With respect to the first sale of Loans from the Interim Eligible Lender Trustee, on behalf of the Seller, to the Eligible Lender Trustee for the benefit of the Purchaser, the Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Purchaser and the Interim Eligible Lender Trustee hereunder;

(xvi)      Except for Purchased Loans executed electronically, thereis only one original executed copy of the Note evidencing each Purchased Loan.  For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain the electronic records evidencing the Note, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws.  The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Purchased Loans.  The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Eligible Lender Trustee.  All financing statements filed or to be filed against the Interim Eligible Lender Trustee and the Seller in favor of the Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee;”

(xvii)      Other than the security interest granted to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser pursuant to these Master Sale Terms, the Seller and the Interim Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans.  The Seller and the Interim Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser hereunder or any other security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and

(xviii)      No Borrower of a Purchased Loan as of the related Cutoff Date is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding;

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(xix)      With respect to all Additional Loans (other than with respect to the Substituted Loans), the Supplemental Purchase Period is in full force and effect; and

(xx)      [No Loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable.]

(C)      The Eligible Lender Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Bill of Sale:

(i)      The Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of [_____].  It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each Bill of Sale;

(ii)      The Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Sale Terms and each Sale Agreement, and these Master Sale Terms and each Sale Agreement will be executed and delivered by [one] [two] of its officers who are duly authorized to execute and deliver these Master Sale Terms and each Sale Agreement on its behalf;

(iii)      Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or New York state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws; and

(iv)      The Eligible Lender Trustee is an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to the Trust Student Loans as contemplated by these Master Sale Terms, each Sale Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

SECTION 6.      REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT

(A)      Each party to these Master Sale Terms shall give notice to the other such parties and to the Servicer, the Administrator and SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding or VL Funding], as applicable, promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Sections 5(A) and (B) hereof which has a material adverse effect on the interest of the Purchaser in any Trust Student Loan.  In the event of such a material breach of Sections 5(A) and (B) hereof, which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, the Seller shall repurchase any affected Trust Student Loan not later than 120 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor

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reject transmittal form with respect to such Trust Student Loan.  In the event of such a material breach of Sections 5(A) and (B) hereof, which is curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, the Seller shall purchase such Trust Student Loan not later than the sixtieth day following the end of such 360-day period.  The Seller shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6(A) an amount equal to all non-guaranteed interest amounts and net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan (to the extent not included in the calculation of the Purchase Amount).  In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6(A), the Seller shall remit the Purchase Amount along with those amounts set forth in the immediately preceding sentence in the manner specified in Section 2.6 of the Administration Agreement.  For the avoidance of doubt, any lien created pursuant to the Indenture with respect to any such purchased Trust Student Loan shall be released upon receipt of the related Purchase Amount along with the payment of such other amounts referred to in the immediately preceding sentence.

In addition, if any breach of Sections 5(A) and (B) hereof by the Seller does not trigger such repurchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of the Purchaser to repay such interest to a Guarantor), or the loss (including any obligation of the Purchaser to repay the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then the Seller shall reimburse the Purchaser by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments or Special Allowance Payments in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 30 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where the Seller reasonably believes such losses are likely to be collected, not later than the last day of the next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments.  At the time such payment is made, the Seller shall not be required to reimburse the Purchaser for interest that is then capitalized, however, such amounts shall be reimbursed if the Borrower subsequently defaults and such capitalized interest is not paid by the Guarantor.

Anything in this Section 6(A) to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor as a result of a breach by the Seller or the Servicer or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act, in each case as a result of a breach by the Seller or the Servicer, exceeds 1% of the Pool Balance, the Seller or the Servicer shall purchase,

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within 30 days of a written request of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance.  The Trust Student Loans to be purchased by the Seller (or the Servicer as provided in the Servicing Agreement) pursuant to the preceding sentence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6(A)), with Trust Student Loans with the earliest such date to be repurchased first.

(B)      In lieu of repurchasing Trust Student Loans pursuant to Section 6(A) above, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

(1) status (i.e., in-school, grace, deferment, forbearance or repayment);

(2) program type (i.e., Unsubsidized [Stafford]/[Consolidation] Loan or Subsidized [Stafford Loan (pre-1993 v. post-1993), PLUS Loan or SLS Loan]/[Consolidation Loan]),

(3) guarantee percentage;

(4) school type;

(5) total return;

(6) principal balance; and

(7) remaining term to maturity.

In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder.  In choosing Eligible Loans to be substituted pursuant to this Section 6(B), the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders.  In connection with each substitution a Sale Agreement and related Bill of Sale regarding such Substituted Loans will be executed and delivered by the applicable parties.

In the event that the Seller elects to substitute Eligible Loans pursuant to this Section 6(B), the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted.  The Seller shall also remit to the Administrator an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans that are being removed, in the manner provided in Section 2.6 of the Administration Agreement.

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(C)      The sole remedy of the Purchaser, the Eligible Lender Trustee and the Noteholders with respect to a breach by the Seller pursuant to Sections 5(A) and (B) hereof shall be to require the Seller to purchase such Trust Student Loans, to reimburse the Purchaser as provided in Section 6(A) above or to substitute Eligible Loans pursuant to Section 6(B).  The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 6.

SECTION 7.      OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS

(A)      Any payment received by the Seller with respect to amounts accrued after the date of the related Bill of Sale for any Purchased Loan sold to the Purchaser, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by the Seller in trust for the account of the Purchaser and the Seller hereby disclaims any title to or interest in any such amounts.  Within two (2) Business Days following the date of receipt, the Seller shall remit to the Purchaser an amount equal to any such payments along with a listing on a form provided by the Purchaser identifying the Purchased Loans with respect to which such payments were made, the amount of each such payment and the date each such payment was received.

(B)      Any written communication received at any time by the Seller with respect to any Loan subject to these Master Sale Terms or the related Sale Agreement shall be transmitted by the Seller to the Servicer within two (2) Business Days of receipt.  Such communications shall include, but not be limited to, letters, notices of death or disability, notices of bankruptcy, forms requesting deferment of repayment or loan cancellation, and like documents.

SECTION 8.      CONTINUING OBLIGATION OF THE SELLER

The Seller shall provide all reasonable assistance necessary for the Purchaser to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period the Seller owned the related Purchased Loan, or (b) a payment made or alleged to have been made to the Seller.  Further, the Seller agrees to reasonably cooperate in the preparation and filing of any financing statements at the request of the Purchaser in order to reflect the Purchaser’s interest in the Loans.

SECTION 9.      LIABILITY OF THE SELLER; INDEMNITIES

The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under these Master Sale Terms and each related Sale Agreement.

(i)      The Seller shall indemnify, defend and hold harmless the Purchaser and the Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege

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or license taxes (but, in the case of the Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Eligible Lender Trustee for the benefit of the Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same.

(ii)      The Seller shall indemnify, defend and hold harmless the Purchaser and the Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents of the Purchaser and the Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms.

(iii)      The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to these Master Sale Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability:  (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (b) shall arise from any breach by the Eligible Lender Trustee of its covenants in its individual capacity under any of the Basic Documents; or (c) shall arise from the breach by the Eligible Lender Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Sale Agreement.  In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld.

Indemnification under this Section 9 shall survive the resignation or removal of the Eligible Lender Trustee and the termination of these Master Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

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SECTION 10.      MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER

Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, shall be the successor to the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Person, if other than the Seller, executes an agreement of assumption to perform every obligation of the Seller under these Master Sale Terms, each Sale Agreement and each Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5(A) herein shall have been breached; (iii) the surviving Person, if other than the Seller, shall have delivered to the Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

SECTION 11.      LIMITATION ON LIABILITY OF THE SELLER AND OTHERS

The Seller and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way the Seller’s obligations under Section 6 herein).  The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Sale Terms or any Sale Agreement, and that in its opinion may involve it in any expense or liability. Except as provided herein, the repurchase (or substitution) and reimbursement obligations of the Seller will constitute the sole remedy available to the Purchaser for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Bill of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Bill of Sale and to the extent that the aggregate Principal Balance listed on the related Bill of Sale is lesser or greater than the aggregate Principal Balance stated on the related Bill of Sale, (i) if lesser, the Seller shall remit such amount to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser and (ii) if greater, Purchaser shall remit such amount to the Seller.  All such reconciliation payments and adjustments shall be made from time to time but no less frequently than semi-annually.

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SECTION 12.      LIMITATION OF LIABILITY OF ELIGIBLE LENDER TRUSTEE

Notwithstanding anything contained herein to the contrary, these Master Sale Terms and the Initial Sale Agreement have been, and any Additional Sale Agreement will be, signed by [_______________], not in its individual capacity but solely in its capacity as Eligible Lender Trustee for the Purchaser and the Interim Eligible Lender Trustee for the Seller, as the case may be, and in no event shall [_______________], in its individual capacity, have any liability for the representations, warranties, covenants, agreements or other obligations of the Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Purchaser or of the Seller, respectively, under these Master Sale Terms or any Sale Agreement or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Purchaser or the Seller, as the case may be.

SECTION 13.      EXPENSES

Except as otherwise provided herein or in any other Basic Document, each party to these Master Sale Terms or any Sale Agreement (other than the Interim Eligible Lender Trustee) shall pay its own expenses incurred in connection with the preparation, execution and delivery of these Master Sale Terms or any Sale Agreement and the transactions contemplated herein or therein.

SECTION 14.      SURVIVAL OF COVENANTS/SUPERSESSION

All covenants, agreements, representations and warranties made herein and in or pursuant to the Initial Sale Agreement and each Additional Sale Agreement executed pursuant to these Master Sale Terms shall survive the consummation of the acquisition of the Purchased Loans provided for in the related Sale Agreement.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by or for the benefit of the Seller shall bind and inure to the benefit of any successors or assigns of the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser and shall survive with respect to each Purchased Loan.  Each Sale Agreement supersedes all previous agreements and understandings between the Purchaser and the Seller with respect to the subject matter thereof.  A Sale Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.  The waiver by the Purchaser of any covenant, agreement, representation or warranty required to be made or furnished by the Seller or the waiver by the Purchaser of any provision herein contained or contained in any Sale Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained or contained in any Sale Agreement, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Sale Agreement, be construed to lessen the right of the Purchaser to insist upon the performance by the Seller in strict accordance with said terms.

SECTION 15.      COMMUNICATION AND NOTICE REQUIREMENTS

All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to the Seller or the Purchaser, as the case may be, addressed as set forth in the related Sale Agreement or at such other address as either party may hereafter designate by notice to the other party.  Notice given in any such communication, mailed to the Seller or the Purchaser by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

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SECTION 16.      FORM OF INSTRUMENTS

All instruments and documents delivered in connection with these Master Sale Terms and any Sale Agreement, and all proceedings to be taken in connection with these Master Sale Terms and any Sale Agreement and the transactions contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and the Purchaser shall have received copies of such documents as it or its counsel shall reasonably request in connection therewith.  Any instrument or document which is substantially in the same form as an attachment hereto or a recital herein will be deemed to be satisfactory as to form.

SECTION 17.      AMENDMENT

These Master Sale Terms, any Sale Agreement, any Bill of Sale and any document or instrument delivered in accordance herewith or therewith may be amended by the parties thereto without the consent of the related Noteholders, (i) to cure any ambiguity, to waive compliance with any immaterial provision hereof, to correct or supplement any provisions in the related document or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any  Noteholder, or (ii) to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus.

In addition, these Master Sale Terms, any Sale Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by the Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Purchaser, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee, and each of the Rating Agencies then rating the Notes.

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It shall not be necessary for the consent of Noteholders pursuant to this Section 17 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to these Master Sale Terms, the Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that execution of such amendment is authorized or permitted by these Master Sale Terms and the Opinion of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement.  The Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s own rights, duties or immunities under these Master Sale Terms or otherwise.

SECTION 18.      NON-PETITION COVENANTS

Notwithstanding any prior termination of these Master Sale Terms, the Seller and the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise invoke or cause the Purchaser to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Purchaser under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Purchaser or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Purchaser; provided, however, nothing herein shall be deemed to prohibit the Interim Eligible Lender Trustee from filing a claim or otherwise participating in any such action or proceeding.

Notwithstanding any prior termination of these Master Sale Terms, the Eligible Lender Trustee and the Purchaser shall not acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller; provided, however, nothing herein shall be deemed to prohibit the Interim Eligible Lender Trustee from filing a claim or otherwise participating in any such action or proceeding.

SECTION 19.      ASSIGNMENT

As of the date hereof, the Seller and the Interim Eligible Lender Trustee each hereby assigns to the Purchaser its entire right, title and interest as purchaser and as the Interim Eligible Lender Trustee under (i) the SLM ECFC Master Purchase Terms, the [Bluemont Funding Master Purchase Terms (including the contract rights in and to the SLM ECFC Purchase Agreement, as defined in the Bluemont Funding Master Purchase Terms) that have been assigned to the Seller by Bluemont Funding in the Bluemont Funding Master Purchase Terms, the Town Center Funding Master Purchase Terms (including the contract rights in and to the SLM ECFC Purchase Agreement, as defined in the Town Center Funding Master Purchase Terms) that have been assigned to the Seller by Town Center Funding in the Town Center Funding Master Purchase Terms, the Town Hall Funding Master Purchase Terms (including the contract rights in and to the SLM ECFC Purchase Agreement, as defined in the Town Hall Funding Master Purchase Terms) that have been assigned to the Seller by Town Hall Funding in the Town Hall Funding Master Purchase Terms, and

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the VL Funding Master Purchase Terms (including the contract rights in and to the SLM ECFC Purchase Agreement, as defined in the VL Funding Master Purchase Terms) that have been assigned to the Seller by VL Funding in the VL Funding Master Purchase Terms] and (ii) any Purchase Agreement thereunder and acknowledges that the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser will assign the same, together with the right, title and interest of the Purchaser and the Eligible Lender Trustee hereunder, to the Indenture Trustee under the Indenture.

SECTION 20.      GOVERNING LAW

These Master Sale Terms and any Sale Agreements shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties, hereunder shall be determined in accordance with such laws.

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

SLM FUNDING LLC (Seller) By:  __________________________ Name: Title:	SLM STUDENT LOAN TRUST 20[__]-[__] (Purchaser) By: [_____________], not in its individual capacity but solely as Eligible Lender Trustee By:  __________________________ Name: Title:
[_____________], not in its individual capacity but solely as Interim Eligible Lender Trustee By:  __________________________ Name: Title:	[_____________], not in its individual capacity but solely as Eligible Lender Trustee By:  __________________________ Name: Title:

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Attachment A

INITIAL SALE AGREEMENT

Dated as of [_____, 20__]

SALE AGREEMENT NUMBER 1

Pursuant to the Master Sale Terms (as defined below), each of [_____________], as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of SLM Funding LLC (the “Seller”) and the Seller hereby offer for sale to [_____________], as the Eligible Lender Trustee on behalf of SLM Student Loan Trust 20[__]-[__] (the “Purchaser”) and the Purchaser, the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans described in the Bill of Sale and Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser accepts the Seller’s and the Interim Eligible Lender Trustee’s offer.  In order to qualify as Eligible Loans, no payment of principal of or interest on any such Loans shall be more than two hundred and ten (210) days past due as of the Statistical Cutoff Date.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and amendments, each incorporated herein by reference, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee.  The Initial Purchase Price for the Initial Loans shall be the issuance of the Class A Notes, the Class B Notes and the Excess Distribution Certificate to the Seller or its designee.

As agreed in Section 3.1(A)(iv) of the Master Sale Terms, and as a further condition to the consummation of such sale, the Seller will pay to the Purchaser, the following amounts in order for the Purchaser to make the applicable deposits to the Trust Accounts:

1.              $[____] (representing the Borrower Benefit Account Initial Deposit);

2.              [$[____] (representing the Capitalized Interest Account Deposit);]

3.              $[____] plus $[____] (representing the excess, if any, of the Pool Balance as of the Statistical Cutoff Date over the Initial Cutoff Date Pool Balance, to the extent such excess amount is not deposited into the Supplemental Purchase Account) (representing the Collection Account Initial Deposit);

4.              $[____] (representing the Reserve Account Initial Deposit); and

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5.              an amount to be specified in a certificate to be delivered on and dated the Closing Date, 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 [10%] of the Pool Balance as of the Statistical Cutoff Date (representing the Supplemental Purchase Account Initial Deposit).

This document shall constitute the Initial Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms.  All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement.  The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement.

Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Bill of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date.

The parties hereto intend that the transfer of Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans.  However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

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

SLM FUNDING LLC (Seller) By:___________________________________ Name: Title:	SLM STUDENT LOAN TRUST 20[__]-[__] (Purchaser) by [_____________], not in its individual capacity but solely as Eligible Lender Trustee By:___________________________________ Name: Title:
[_____________], not in its individual capacity but solely as Interim Eligible  Lender Trustee By:___________________________________ Name: Title:	[_____________], not in its individual  capacity but solely as Eligible Lender Trustee By:___________________________________ Name: Title:

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INITIAL SALE AGREEMENT NUMBER 1

BLANKET ENDORSEMENT DATED [_____, 20__]

[_____________], as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC (the “Seller”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Initial Bill of Sale dated the date hereof executed by the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in favor of [_____________], as Eligible Lender Trustee on behalf of SLM Student Loan Trust 20[__]-[__] (the “Purchaser”) and the Purchaser.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Sale Terms referred to in the Initial Sale Agreement among the Seller, the Purchaser, the Interim Eligible Lender Trustee, and the Eligible Lender Trustee which covers this promissory note.

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the Interim Eligible Lender Trustee for the benefit of the Seller agrees to individually endorse each Note in the form provided by the Purchaser as the Purchaser may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE SALE AGREEMENT MASTER LOAN SECURITIZATION TERMS 1000.  BY EXECUTION HEREOF, THE SELLER ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL SALE AGREEMENT (“INITIAL SALE AGREEMENT”).  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON THE PURCHASER’S PAYMENT TO THE SELLER OF THE INITIAL PURCHASE PRICE AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREED BY THE SELLER AND THE PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL BILL OF SALE.

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

  SELLER   [_____________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the Benefit of SLM Funding LLC   Lender Code:  [_______]   By:______________________________        (Signature of Authorized Officer)     Name: Title:       PURCHASER   [_____________], not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 20[__]-[__]     By:______________________________ (Signature of Authorized Signatory for the Purchaser)   Name: Title:   Date of Purchase:  [_____], 20[__]

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Attachment B

BILL OF SALE DATED [_____, 20__]

The undersigned SLM Funding LLC (“Seller”) and [_____________], as Interim Eligible Lender Trustee for the benefit of the Seller under the Funding Interim Trust Agreement dated as of [_____, 20__] (“Interim Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Initial Sale Agreement Number 1 (“Initial Sale Agreement”) among the Seller, the Interim Eligible Lender Trustee, SLM Student Loan Trust 20[__]-[__] (“Purchaser”) and [_____________], as the Eligible Lender Trustee, do hereby sell, assign and convey to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser and their assignees, without recourse except as provided in the Initial Sale Agreement all right, title and interest of the Seller and the Interim Eligible Lender Trustee, including the insurance interest of the Seller and the Interim Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Eligible Lender Trustee on behalf of the Purchaser has accepted for purchase.  The portfolio of Initial Loans accepted for purchase by the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

The Seller hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Sale Agreement Master Securitization Terms Number 1000 incorporated by reference in the Initial Sale Agreement with respect to the Loans being sold hereby.  The Seller and the Interim Eligible Lender Trustee authorize the Eligible Lender Trustee on behalf of the Purchaser to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Initial Loans on the Closing Date.

LISTING OF LOANS ON FOLLOWING PAGE

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CERTAIN OTHER LOAN CRITERIA

■ Not in claims status, not previously rejected

■ Not in litigation

■ Last disbursement was on or before the Statistical Cutoff Date

■ Loan is not swap-pending

*Based upon the Seller’s estimated calculations, which may be adjusted upward or downward based upon the Purchaser’s reconciliation.

**Includes interest to be capitalized.

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Guarantors:

[TO BE REVISED AS REQUIRED – CUSTOMARY GUARANTORS INCLUDE, AMONG OTHERS:]

American Student Assistance

California Student Aid Commission

College Assist

Connecticut Student Loan Foundation

Educational Credit Management Corporation

Finance Authority of Maine

Florida Office of Student Financial Assistance

Great Lakes Higher Education Corporation

Illinois Student Assistance Commission

Iowa College Student Aid Commission

Kentucky Higher Education Assistance Authority

Louisiana Office of Student Financial Assistance

Michigan Guaranty Agency

Missouri Student Loan Program

New Jersey Higher Education Student Assistance Authority

New York State Higher Education Services Corporation

Northwest Education Loan Association

Oklahoma Guaranteed Student Loan Program

Pennsylvania Higher Education Assistance Agency

Rhode Island Higher Education Assistance Authority

Student Loan Guarantee Foundation of Arkansas

Texas Guaranteed Student Loan Corporation

United Student Aid Funds, Inc.

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

  SELLER   [_____________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC   Lender Code:  [_____]     By:____________________________      (Signature of Authorized Officer)   Name: Title:         PURCHASER   [_____________], not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 20[__]-[__]         By:____________________________ (Signature of Authorized Signatory for the Purchaser)   Name: Title:   Date of Purchase: [_____], 20[__]  

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Attachment C

ADDITIONAL SALE AGREEMENT NUMBER [   ]

Dated as of [________, 20__]

ADDITIONAL SALE AGREEMENT NUMBER [  ]

Each of [_____________], as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of SLM Funding LLC (the “Seller”) and the Seller hereby offer for sale to each of [_____________], as Eligible Lender Trustee (the “Eligible Lender Trustee”) on behalf of SLM Student Loan Trust 20[__]-[__] (the “Purchaser”) and the Purchaser, the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser accept the Seller’s and the Interim Eligible Lender Trustee’s offer.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated [_____, 20__] (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee.  The applicable Additional Loans Purchase Price shall be $[_____].

This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms.  All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement.  The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date.

Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bill of Sale, including the Loan Transmittal Summary Form attached to such Additional Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date.

The parties hereto intend that the transfer of Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

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

  SELLER   [_____________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC   Lender Code:  [_______]     By:  ____________________________        (Signature of Authorized Officer)     Name:  _________________________   Title:  __________________________       PURCHASER   [_____________], not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 20[__]-[__]         By:  _____________________________ (Signature of Authorized Signatory for the Purchaser)   Name:  __________________________   Title:  ___________________________   Date of Purchase:  _________________  

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ADDITIONAL SALE AGREEMENT NUMBER [         ]

[   ] BLANKET ENDORSEMENT DATED [________, 20__]

SLM Funding LLC (the “Seller”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Additional Bill of Sale executed by the Seller in favor of [_____________], as the Interim Eligible Lender Trustee for the benefit of SLM Student Loan Trust 20[__]-[__] (the “Purchaser”), and the Purchaser.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Sale Terms referred to in the Additional Sale Agreement among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee which covers the promissory note (the “Additional Sale Agreement”).

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the Interim Eligible Lender Trustee for the benefit of the Seller agrees to individually endorse each Note in the form provided by the Purchaser as the Purchaser may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE RELATED ADDITIONAL SALE AGREEMENT.  BY EXECUTION HEREOF, THE SELLER ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL SALE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO THE SELLER OF THE ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY THE SELLER AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL BILL OF SALE.

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IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to

be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER   [_____________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC   Lender Code:  [_______]     By:  ____________________________        (Signature of Authorized Officer)     Name:  _________________________   Title:  __________________________       PURCHASER   [_____________], not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 20[__]-[__]         By:  _____________________________ (Signature of Authorized Signatory for the Purchaser)   Name:  __________________________   Title:  ___________________________   Date of Purchase:  _________________  

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Attachment D

ADDITIONAL BILL OF SALE

DATED [           ], 20[__]

The undersigned SLM Funding LLC (the “Seller”) and [_____________], as Interim Eligible Lender Trustee for the benefit of the Seller under the Funding Interim Trust Agreement dated as of [_____], 20[__] (“Interim Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Additional Sale Agreement Number [       ] (the “Sale Agreement”) among the Seller, the Interim Eligible Lender Trustee, SLM Student Loan Trust 20[__]-[__] (the “Purchaser”) and [_____________], as the Eligible Lender Trustee, does hereby sell, assign and convey to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser and their assignees without recourse except as provided in the Additional Purchase Agreement, all right, title and interest of the Seller and the Interim Eligible Lender Trustee, including the insurance interest of the Seller under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Eligible Lender Trustee for the benefit of the Purchaser has accepted for purchase.  The portfolio of Additional Loans accepted for purchase by the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

The Seller hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Sale Agreement Master Securitization Terms Number 1000 incorporated by reference in the Additional Sale Agreement related hereto with respect to the Additional Loans being sold hereby.  The Seller and the Interim Eligible Lender Trustee authorize the Eligible Lender Trustee on behalf of the Purchaser to use a copy of this document (in lieu of OE Form 1074) as official notification to the applicable Guarantor(s) of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the portfolio of Additional Loans accepted for purchase, on the date of purchase.

LISTING OF LOANS ON FOLLOWING PAGE

CERTAIN OTHER LOAN CRITERIA

■ Not in claims status, not previously rejected

■ Not in litigation

■ Last disbursement was on or before the related Cutoff Date

■ Loan is not swap-pending

*Based upon the Seller’s estimated calculations, which may be adjusted upward or downward based upon the Purchaser’s reconciliation.

** Includes interest to be capitalized.

Guarantor(s):

[TO  BE PROVIDED]

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

  SELLER   [_____________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC   Lender Code:  [______]     By:  ___________________________      (Signature of Authorized Officer)     Name:  _________________________   Title:  __________________________           PURCHASER   [_____________], not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 20[__]-[__]         By:  _____________________________ (Signature of Authorized Signatory for the Purchaser)   Name:  __________________________   Title:  ___________________________   Date of Purchase:  _________________  

Annex I

LOAN TRANSMITTAL SUMMARY FORM

Additional Loans Principal Balance as of the related Subsequent Cutoff Date Purchase Price

EX-99.2

Exhibit 99.2

[FORM OF] SERVICING AGREEMENT

among

SALLIE MAE, INC.,

as Servicer,

SALLIE MAE, INC.,

as Administrator,

SLM STUDENT LOAN TRUST 20[__]-[__],

[___________________],

not in its individual capacity but

solely as Eligible Lender Trustee

and

[___________________],

not in its individual capacity

but solely as Indenture Trustee

Dated as of [______], 20[__]

TABLE OF CONTENTS

		Page
ARTICLE I.
Section 1.1.	Definitions and Usage	1
ARTICLE II.
Section 2.1.	Custody of Trust Student Loan Files	1
Section 2.2.	Duties of Servicer as Custodian	2
Section 2.3.	Maintenance of and Access to Records	2
Section 2.4.	Release of Documents	3
Section 2.5.	Instructions; Authority to Act	3
Section 2.6.	[Reserved].	3
Section 2.7.	Effective Period and Termination	3
ARTICLE III.
Section 3.1.	Duties of Servicer	3
Section 3.2.	Collection of Trust Student Loan Payments.	4
Section 3.3.	Realization upon Trust Student Loans	6
Section 3.4.	No Impairment	6
Section 3.5.	Purchase of Trust Student Loans; Reimbursement.	6
Section 3.6.	Primary Servicing Fee; Carryover Servicing Fee	8
Section 3.7.	Access to Certain Documentation and Information Regarding Trust Student Loans	9
Section 3.8.	Servicer Expenses	9
Section 3.9.	Appointment of Subservicers or Subcontractors.	9
Section 3.10.	Reports	10
Section 3.11.	Covenants and Agreements of the Issuer, Administrator, Eligible Lender Trustee and Servicer	11
Section 3.12.	Special Programs	12
Section 3.12A	Prepayments Relating to Borrower Benefit Yield Reductions	12
Section 3.13.	Financial Statements	13
Section 3.14.	Insurance	13
Section 3.15.	Administration Agreement	13
Section 3.16.	Lender Identification Number	13
Section 3.17.	Privacy and Information Security Provisions	13
ARTICLE IV.
Section 4.1.	Representations of Servicer	14
Section 4.2.	Indemnities of Servicer	15
Section 4.3.	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	16
Section 4.4.	Limitation on Liability of Servicer	16
Section 4.5.	Sallie Mae, Inc. Not to Resign as Servicer	17

i

ARTICLE V.
Section 5.1.	Servicer Default	17
Section 5.2.	Appointment of Successor.	18
Section 5.3.	Notification to Noteholders	19
Section 5.4.	Waiver of Past Defaults	19
ARTICLE VI.
Section 6.1.	Amendment.	20
Section 6.2.	Notices	20
Section 6.3.	Counterparts	22
Section 6.4.	Entire Agreement; Severability	22
Section 6.5.	Governing Law	22
Section 6.6.	Relationship of Parties	22
Section 6.7.	Captions	22
Section 6.8.	Nonliability of Directors, Officers and Employees of Servicer, the Eligible Lender Trustee, the Indenture Trustee and the Administrator	22
Section 6.9.	Assignment	22
Section 6.10.	Limitation of Liability of Eligible Lender Trustee and Indenture Trustee.	22
ARTICLE VII.
Section 7.1.	Intent of the Parties; Reasonableness	23
Section 7.2.	Reporting Requirements.	23
Section 7.3.	Servicer Compliance Statement	24
Section 7.4.	Report on Assessment of Compliance and Attestation	24
Attachment A  Schedule of Fees
Attachment B  Servicer Locations
Attachment C  Reports
Attachment D  Form of Annual Certification
Attachment E  Servicing Criteria to be Addressed in Assessment of Compliance

ii

SERVICING AGREEMENT

Sallie Mae, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLM Student Loan Trust 20[__]-[__] (the “Issuer”), (ii) [_________], a national banking association, not in its individual capacity but solely in its capacity as eligible lender trustee (the “Eligible Lender Trustee”) under a trust agreement dated as of [______], 20[__], among SLM Funding LLC, the Eligible Lender Trustee and [_________], as Delaware trustee (the “Delaware Trustee”), as amended and restated by an amended and restated trust agreement, dated as of [______], 20[__] (the “Trust Agreement”), among SLM Funding LLC, the Eligible Lender Trustee, the Delaware Trustee and [_________], not in its individual capacity but solely in its capacity as the indenture trustee (the “Indenture Trustee”), under an indenture, dated as of [______], 20[__] (the “Indenture”), among the Issuer, the Eligible Lender Trustee and the Indenture Trustee, (iii) the Indenture Trustee and (iv) Sallie Mae, Inc., not in its individual capacity but solely in its capacity as administrator (in such capacity, the “Administrator”) under an administration agreement, dated as of [______], 20[__] (the “Administration Agreement”), among SLM Funding LLC, the Issuer, the Eligible Lender Trustee, the Servicer, the Administrator and the Indenture Trustee, as follows:

WHEREAS,theEligible Lender Trustee will acquire certain education loans to be held in the trust formed pursuant to the Trust Agreement;

WHEREAS, the Issuer will issue notes (the “Notes”) pursuant to the Indenture, which Notes are payable from the assets of the Issuer; and

WHEREAS, the Issuer, the Administrator and the Eligible Lender Trustee desire theServicer to service the education loans held by the Eligible Lender Trustee on behalf of the Issuer, and the Servicer is willing to service those education loans for the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee.

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

ARTICLE I.

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

ARTICLE II.

Section 2.1.      Custody of Trust Student Loan Files.  To assure uniform quality in servicing the Trust Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments (collectively the “Trust Student Loan Files”) which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer with respect to each Trust Student Loan:

1

(a)      the original fully executed copy of the note (or all electronic records evidencing the same) evidencing the Trust Student Loan; and

(b)      any and all other documents and computerized records that the Servicer shall keep on file, in accordance with its customary procedures, relating to such Trust Student Loan or any Obligor with respect thereto.

Section 2.2.      Duties of Servicer as Custodian.  The Servicer shall hold the Trust Student Loan Files, including any electronic records evidencing the promissory notes, for the benefit of the Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Trust Student Loan File, including any electronic records evidencing the Notes, as shall enable the Issuer to comply with this Agreement.  In performing its duties as custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the student loan files relating to similar student loans that the Servicer services on behalf of SLM Corporation or any of its Affiliates and shall ensure that it fully complies with all applicable federal and state laws, including the Higher Education Act and any applicable e-sign laws, with respect thereto.  The Servicer shall take all actions necessary with respect to the Trust Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in order to enable the Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping with respect to the Servicer’s obligations as custodian hereunder. To the extent that the Servicer does not have possession of all of the electronic records evidencing the promissory notes, the Servicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such promissory notes.  The Servicer shall promptly report to the Issuer, the Administrator and the Indenture Trustee any material failure on its part to hold the Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure.  Nothing herein shall be deemed to require an initial review or any periodic review by the Issuer, the Eligible Lender Trustee or the Indenture Trustee of the Trust Student Loan Files.  If in the reasonable judgment of the Indenture Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Indenture Trustee or any other custodian designated by the Indenture Trustee.

Section 2.3.      Maintenance of and Access to Records.  The Servicer shall maintain each Trust Student Loan File at one of its offices specified in Attachment B to this Agreement or at such other office as shall be consented to by the Issuer and the Indenture Trustee upon written notice to the Issuer and the Indenture Trustee.  Upon reasonable prior notice, the Servicer shall make available to the Issuer and the Indenture Trustee, or their respective duly authorized representatives, attorneys or auditors, a list of locations of the Trust Student Loan Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as the Issuer or the Indenture Trustee shall instruct.

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Section 2.4.      Release of Documents.  Upon written instruction from the Indenture Trustee, the Servicer shall release any Trust Student Loan File to the Indenture Trustee, the Indenture Trustee’s agent, or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate, as soon as practicable.  The Indenture Trustee shall cooperate with the Servicer to provide the Servicer with access to the Trust Student Loan Files in order for the Servicer to continue to service the Trust Student Loans after the release of the Trust Student Loan Files.  In the event the Servicer is not provided access to the Trust Student Loan Files, the Servicer shall not be deemed to have breached its obligations pursuant to Section 3.1, 3.2, 3.3 or 3.4 if it is unable to perform such obligations due to its inability to have access to the Trust Student Loans Files.  The Servicer shall not be liable for any losses with respect to the servicing of such Trust Student Loans arising after the release of the related Trust Student Loan Files to the extent the losses are attributable to the Servicer’s inability to have access to the related Trust Student Loan Files.

Section 2.5.      Instructions; Authority to Act.  The Servicer shall be deemed to have received proper instructions with respect to the Trust Student Loan Files upon its receipt of written instructions signed by a Responsible Officer of the Indenture Trustee.

Section 2.6.       [Reserved].

Section 2.7.      Effective Period and Termination.  Sallie Mae, Inc.’s appointment as custodian shall become effective as of the Closing Date and shall continue in full force and effect for so long as Sallie Mae, Inc. shall remain the Servicer hereunder.  If Sallie Mae, Inc. or any successor Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all the rights and obligations of Sallie Mae, Inc. or any such successor Servicer shall have been terminated under Section 5.1, the appointment of Sallie Mae, Inc. or such successor Servicer as custodian shall be terminated simultaneously with the effectiveness of such resignation or termination.  On or prior to the effective date of any resignation or termination of such appointment, the Servicer shall deliver the Trust Student Loan Files to the successor Servicer, the Indenture Trustee or the Indenture Trustee’s agent, at the direction of the Indenture Trustee, at such place or places as the Indenture Trustee may reasonably designate.  In establishing an effective date for the termination of the Servicer as custodian of the Trust Student Loan Files, the parties shall provide for a reasonable period for the Servicer to deliver the Trust Student Loan Files to its designated successor.

ARTICLE III.

Section 3.1.      Duties of Servicer.  The Servicer, for the benefit of the Issuer (to the extent provided herein), shall manage, service, administer and make collections on the Trust Student Loans with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to similar student loans that it services on behalf of SLM Corporation or any of its Affiliates, beginning on the Closing Date until the Trust Student Loans are paid in full.  Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Servicer shall manage, service, administer and make collections with respect to the Trust Student Loans (including the collection of any Interest Subsidy Payments and Special Allowance Payments on behalf of the Eligible Lender Trustee) in accordance with, and otherwise comply with, all applicable federal

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and state laws, including all applicable rules, regulations and other requirements of the Higher Education Act and the applicable Guarantee Agreements, the failure to comply with which would adversely affect the eligibility of one or more of the Trust Student Loans for federal reinsurance or Interest Subsidy Payments or Special Allowance Payments or one or more of the Trust Student Loans for receipt of Guarantee Payments.

The Servicer’s duties shall include, but shall not be limited to, collection and posting of all payments, responding to inquiries of borrowers on such Trust Student Loans, monitoring borrowers’ status, making required disclosures to borrowers, performing due diligence with respect to borrower delinquencies, sending payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly statements with respect thereto to the Administrator and the Issuer.  The Servicer shall follow its customary standards, policies and procedures in performing its duties as Servicer.  Without limiting the generality of the foregoing, the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, and the Noteholders or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Trust Student Loans; provided, however, that the Servicer agrees that it will not (a) permit any rescission or cancellation of a Trust Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Eligible Lender Trustee and the Indenture Trustee provided, however, that the Servicer may write off any delinquent Trust Student Loan if the remaining balance of the borrower’s account is less than $50 or (b) reschedule, revise, defer or otherwise compromise with respect to payments due on any Trust Student Loan except pursuant to any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements with respect to the servicing of Student Loans; provided further, however, that the Servicer shall not agree to any reduction of yield with respect to any Trust Student Loan (either by reducing borrower payments or reducing principal balance) except as permitted in accordance with Section 3.12 or otherwise if, and to the extent, the Excess Distribution Certificateholder, the Depositor, the Servicer or the Administrator reimburses the Issuer in an amount sufficient to offset any such effective yield reduction made by the Servicer consistent with such customary servicing procedures as it follows with respect to comparable student loans which it services on behalf of the SLM Corporation or any of its Affiliates.

Section 3.2.      Collection of Trust Student Loan Payments.

A.      The Servicer shall make reasonable efforts (including all efforts that may be specified under the Higher Education Act or any Guarantee Agreement) to collect all payments called for under the terms and provisions of the Trust Student Loans as and when the same shall become due and payable and shall follow such collection procedures as it follows with respect to similar student loans that it services on behalf of SLM Corporation or any of its Affiliates.  The Servicer shall allocate collections with respect to the Trust Student Loans between principal, interest and fees in accordance with Section 2.5 of the Administration Agreement.  The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Trust Student Loan.  The Servicer may, at its option, retain any late payment charges that it collects.

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B.      The Servicer shall make reasonable efforts to claim, pursue and collect all Guarantee Payments from the Guarantors pursuant to the Guarantee Agreements with respect to any of the Trust Student Loans as and when the same shall become due and payable, shall comply with all applicable laws and agreements with respect to claiming, pursuing and collecting such payments and shall follow such practices and procedures as it follows with respect to comparable guarantee agreements and student loans that it services on behalf of SLM Corporation or any of its Affiliates. In connection therewith, the Servicer is hereby authorized and empowered to convey to any Guarantor the note and the related Trust Student Loan File representing any Trust Student Loan in connection with submitting a claim to such Guarantor for a Guarantee Payment in accordance with the terms of the applicable Guarantee Agreement.  All amounts so collected by the Servicer shall constitute Available Funds for the applicable Collection Period and shall be deposited into the Collection Account or transferred to the Administrator in accordance with Section 2.4 of the Administration Agreement.  The Eligible Lender Trustee shall, upon the written request of the Servicer, furnish the Servicer with any power of attorney and other documents (all in form and substance acceptable to the Eligible Lender Trustee) necessary or appropriate to enable the Servicer to convey such documents to any Guarantor and to make such claims.

C.      The Servicer on behalf of the Eligible Lender Trustee shall, on behalf of the Issuer, make reasonable efforts to claim, pursue and collect all Interest Subsidy Payments and Special Allowance Payments from the Department with respect to any of the Trust Student Loans as and when the same shall become due and payable, shall comply with all applicable laws and agreements with respect to claiming, pursuing and collecting such payments and shall follow such practices and procedures as the Servicer follows with respect to similar student loans that it services on behalf of the SLM Corporation or any of its Affiliates.  All amounts so collected by the Servicer shall constitute Available Funds for the applicable Collection Period and shall be deposited into the Collection Account or transferred to the Administrator in accordance with Section 2.4 of the Administration Agreement.  In connection therewith, the Servicer shall prepare and file with the Department on a timely basis all claims forms and other documents and filings necessary or appropriate in connection with the claiming of Interest Subsidy Payments and Special Allowance Payments on behalf of the Eligible Lender Trustee and shall otherwise assist the Eligible Lender Trustee in pursuing and collecting such Interest Subsidy Payments and Special Allowance Payments from the Department.  The Eligible Lender Trustee shall upon the written request of the Servicer furnish the Servicer with any power of attorney and other documents (all in form and substance acceptable to the Eligible Lender Trustee) reasonably necessary or appropriate to enable the Servicer to prepare and file such claims forms and other documents and filings.

D.      The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Servicer to maintain any and all collection procedures with respect to the Trust Student Loans, including filing, pursuing and recovering claims with the Guarantors for Guarantee Payments, filing and pursuing claims with the Department for Interest Subsidy Payments and Special Allowance Payments and taking any steps to enforce such Trust Student Loans, such as commencing a legal proceeding to enforce a Trust Student Loan in the names of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, and the Noteholders.  The Eligible Lender Trustee shall upon the written request of the Servicer furnish the Servicer with any other powers of attorney and other documents (all in form and

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substance acceptable to the Eligible Lender Trustee) reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

Section 3.3.      Realization upon Trust Student Loans.  For the benefit of the Issuer, the Servicer shall use reasonable efforts consistent with its servicing practices and procedures that it utilizes with respect to comparable student loans that it services on behalf of SLM Corporation or any of its Affiliates and including all efforts that may be specified under the Higher Education Act or Guarantee Agreement in its servicing of any delinquent Trust Student Loans.

Section 3.4.      No Impairment.  The Servicer shall not impair the rights of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, or the Noteholders in any Trust Student Loans.

Section 3.5.      Purchase of Trust Student Loans; Reimbursement.

A.      The Servicer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee shall give notice to the other parties promptly, in writing, upon the discovery of any breach of the provisions of Section 3.1, 3.2, 3.3 or 3.4 which has a material adverse effect on the interest of the Issuer.  In the event of such a material breach which is not curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, the Servicer shall purchase the affected Trust Student Loan not later than 120 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan.  In the event of a material breach with respect to such Trust Student Loan which is curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, the Servicer shall purchase such Trust Student Loan not later than the sixtieth day following the end of such 360-day period.  The purchase price hereunder will be the unpaid principal amount of such Trust Student Loan plus accrued and unpaid interest (calculated using the applicable percentage that would have been insured pursuant to Section 428(b)(1)(G) of the Higher Education Act) plus an amount equal to all net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan (to the extent not already included in the purchase price).  In consideration of the purchase of any such Trust Student Loan pursuant to this Section 3.5, the Servicer shall remit the purchase price to the Administrator in the manner and at the time specified in Section 2.6 of the Administration Agreement.  Any breach that relates to compliance with the requirements of the Higher Education Act or of the applicable Guarantor but that does not affect such Guarantor’s obligation to guarantee payments of a Trust Student Loan will not be considered to have a material adverse effect for purposes of this Section 3.5A.

B.      In addition, if any breach of Section 3.1, 3.2, 3.3 or 3.4 by the Servicer does not trigger such purchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of the Issuer to repay such interest to a Guarantor), or the loss (including any obligation of the Issuer to repay to the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then the Servicer shall reimburse the Issuer in an amount equal to the sum of all such nonguaranteed interest amounts that would have been owed to the Issuer by the Guarantor but for such breach by the Servicer and such forfeited Interest Subsidy Payments

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or Special Allowance Payments by netting such sum against the Servicing Fee payable to the Servicer for such period and remitting any additional amounts owed in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 30 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where the Servicer reasonably believes such amounts are likely to be collected, not later than the last day of the next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments.  At the time such payment is made, the Servicer shall not be required to reimburse the Issuer for interest that is then capitalized, however, such amounts shall be reimbursed if the borrower subsequently defaults and such capitalized interest is not paid by the Guarantor.

C.      Anything in this Section 3.5 to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act as a result of a breach by the Servicer or the Depositor, exceeds 1% of the Pool Balance, the Servicer or the Seller, as appropriate, shall purchase, within 30 days of a written request of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate outstanding principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance.  The Trust Student Loans to be purchased by the Servicer or the Depositor pursuant to the preceding sentence shall be based on the date of claim rejection (or date of notice referred to in the first sentence of this Section 3.5) with the Trust Student Loans with the earliest such date to be purchased first.

D.      In lieu of purchasing Trust Student Loans pursuant to this Section 3.5, the Servicer may, at its option, with the prior consent of the Administrator, arrange for the substitution of Student Loans which are substantially similar as of the date of substitution on an aggregate basis to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

(1) status (i.e., in-school, grace, deferment, forbearance or repayment),

(2) program type (i.e., unsubsidized or subsidized Stafford Loans (pre-1993 v. post-1993)]/[Consolidation,] PLUS Loans or SLS Loans;

(3) guarantee percentage,

(4) school type,

(5) total return,

(6) principal balance, and

(7) remaining term to maturity.

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In addition, each substituted Student Loan shall comply, as of the date of substitution, with the representations and warranties made by the Depositor in the Sale Agreement.  In choosing Student Loans to be substituted pursuant to this subsection D, the Servicer shall make a reasonable determination that the Student Loans to be substituted will not have a material adverse effect on the Noteholders [or any Swap Counterparty].

In the event the Servicer elects to substitute Student Loans pursuant to this Section 3.5 and the Administrator consents to such substitution, the Servicer will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Student Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted.  The Servicer shall also remit to the Administrator an amount equal to all nonguaranteed interest amounts that would have been owed to the Issuer by the Guarantor but for the breach of the Servicer and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans in the manner provided in Section 2.6 of the Administration Agreement.

E.      The sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Noteholders with respect to a breach pursuant to Section 3.1, 3.2, 3.3 or 3.4 shall be to require the Servicer to purchase Trust Student Loans, to reimburse the Issuer as provided above or to substitute Student Loans pursuant to this Section.

F.      The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 3.5.

G.      The Servicer shall not be deemed to have breached its obligations pursuant to Section 3.1, 3.2, 3.3 or 3.4 if it is rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters).  The Servicer shall diligently perform its duties under this Agreement as soon as practicable following the termination of such interruption of business.

H.      The Servicer also will have an option, but not the obligation, to purchase any Trust Student Loan on any date; provided that the Servicer may not purchase Trust Student Loans if the aggregate outstanding principal balance thereof (at the time of purchase) exceeds 2.0% of the Initial Pool Balance as of the date of determination.  To exercise such option, the Servicer shall notify the Administrator, the Depositor, the Issuer and the Indenture Trustee thereof in advance in writing, and the Servicer shall deposit into the Collection Account an amount equal to the purchase price, as calculated pursuant to Section 3.5.A hereof, for the Trust Student Loans so purchased.

Section 3.6.      Primary Servicing Fee; Carryover Servicing Fee.  The Primary Servicing Fee for each calendar month and any Carryover Servicing Fees payable on any Distribution Date in arrears by the Issuer shall be equal to the amounts determined by reference to the schedule of fees attached hereto as Attachment A.  Notwithstanding anything to the contrary contained herein or in any other Basic Document, the Servicer shall be entitled to receive any Carryover Servicing Fee on any Distribution Date only if and to the extent that sufficient funds are available pursuant to Section 2.8(i) of the Administration Agreement.

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Section 3.7.      Access to Certain Documentation and Information Regarding Trust Student Loans.  Upon reasonable prior notice, the Servicer shall provide to the Administrator and its agents access to the Trust Student Loan Files and shall permit the Administrator to examine and make copies of, and abstracts from, the records and books of account of the Servicer relating to the Trust Student Loans and shall permit the Administrator to undertake periodic site reviews of the Servicer’s operations relating to the servicing of the Trust Student Loans (including on the premises of any agent of the Servicer).  Reasonable access shall be afforded to the Administrator without charge, but only upon reasonable request and during the normal business hours at the respective offices of the Servicer.  Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section.

Section 3.8.      Servicer Expenses.  The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to the Administrator, including, without limitation, any such fees, disbursements, taxes and expenses owed to any Subservicers or Subcontractors appointed in accordance with Section 3.9 hereof, provided, however, the Carryover Servicing Fee will be subject to increase agreed to by the Administrator, the Indenture Trustee and the Servicer to the extent that a demonstrable and significant increase occurs in the costs incurred by the Servicer or any Subservicer in providing the services to be provided hereunder, whether due to changes in applicable governmental regulations, Guarantor program requirements or regulations or postal rates.  Notwithstanding anything to the contrary contained herein, the Servicer may, at its option, collect fees from the Obligors in connection with sending payment histories and amortization schedules to Obligors, faxing documents to Obligors, providing credit reference letters to Obligors, providing a “speed pay” payment option to Obligors and for other similar optional services requested by an Obligor and may retain such fees.  The Servicer may also, at its option, collect fees from Obligors for returned check processing or other insufficient fund transactions and may assess such fees from the Obligor’s Trust Student Loan payment and retain such fees.

Section 3.9.      Appointment of Subservicers or Subcontractors.

A.      The Servicer may at any time, upon the written consent of the Administrator and the Eligible Lender Trustee, appoint a Subservicer or Subservicers to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Rating Agency Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Noteholders for the servicing and administering of the Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Trust Student Loans.  The fees and expenses of any Subservicer shall be as agreed between the Servicer and its Subservicer from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture

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Trustee or the Noteholders shall have any responsibility therefor.  With respect to satisfying the Rating Agency Condition referred to above, the term “Subservicer” shall be deemed not to include Subcontractors such as systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers.

B.      The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to be filed with the Commission.  The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing a Sarbanes Certification on behalf of the Issuer as and when required to be delivered.

C.      The Servicer shall promptly upon request provide to the Issuer a written description (in form and substance satisfactory to the Issuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified in clause (ii) of this paragraph.

D.      As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Servicer.  The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

E.      The Servicer shall cause any Subservicer appointed hereunder (i) to deliver to the Eligible Lender Trustee, as soon as possible after delivery to the Department, a copy of its annual compliance audit, as required by Section 428(b)(1)(U) of the Higher Education Act; (ii) to deliver on an annual basis, promptly after receipt thereof, copies of its SAS 70 report; and (iii) to deliver an officer's certificate, within sixty (60) days of the end of its fiscal year, certifying that there has been no security breach with respect to any of the Trust Student Loan data entrusted to such Subservicer in connection with this Agreement.

Section 3.10.      Reports.  With respect to Trust Student Loans, the Servicer shall prepare reports and data and furnish the following information to the Issuer, the Administrator, the Eligible Lender Trustee, each Swap Counterparty and the Indenture Trustee, unless otherwise noted, at the specified times:

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(a) [Reserved]

(b) Within 30 days following the end of each calendar quarter, to the Department, owner’s request for interest and Special Allowance Payments (ED 799);

(c) To credit reporting agencies as may be selected by the Servicer, credit reporting agency reporting in accordance with the Higher Education Act;

(d) At any time the Eligible Lender Trustee or the Indenture Trustee, as the case may be, shall have reasonable grounds to believe that such request would be necessary in connection with its performance of its duties under related documents, and within five (5) Business Days of receipt of a request therefor, the Servicer shall furnish to the Eligible Lender Trustee or to the Indenture Trustee a list of all Trust Student Loans (by borrower loan identification number, type and outstanding principal balance) and any additional information requested relating to the Trust Student Loans; and

(e) From time to time as may be reasonably requested, reports and data providing additional information on the Trust Student Loans.

Section 3.11.      Covenants and Agreements of the Issuer, Administrator, Eligible Lender Trustee and Servicer.  The Issuer, the Administrator, the Servicer and the Eligible Lender Trustee each agree that:

A.      Any payment and any communications received at any time by the Issuer, Administrator and the Eligible Lender Trustee with respect to a Trust Student Loan shall be immediately transmitted to the Servicer.  Such communications shall include, but not be limited to, requests or notices of loan cancellation, notices of borrower disqualification, letters, changes in address or status, notices of death or disability, notices of bankruptcy and forms requesting deferment of repayment or forbearance.

B.      The Servicer may change any part or all of its equipment, data processing programs and any procedures and forms in connection with the services performed hereunder so long as the Servicer continues to service the Trust Student Loans in conformance with the requirements herein.  The Servicer shall not make any material change in its servicing system and operations with respect to the Trust Student Loans without the prior written consent of the Administrator, which consent will not be unreasonably withheld.  Each written request for consent by the Servicer shall be acted upon promptly by the Administrator.  Anything in this paragraph B to the contrary notwithstanding, the Servicer will not be required to request the consent of the Administrator with respect to any changes in the Servicer’s servicing system and operations which the Servicer reasonably determines are required due to changes in the Higher Education Act or Guarantor program requirements.

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C.      The Eligible Lender Trustee will furnish the Servicer with a copy of any and all Guarantee Agreements relating to the Trust Student Loans serviced hereunder.

D.      The Servicer may and, at the direction of the Administrator, shall include marketing or informational material generally provided to borrowers of loans owned by SLM Corporation or any of its Affiliates with communications sent to a borrower.

E.      The Servicer may, in its discretion, if requested by a borrower of a Trust Student Loan, arrange for the sale of such Trust Student Loan to another lender which holds another student loan of such borrower at a price not less than the purchase price for any such Trust Student Loan, as calculated pursuant to Section 3.5.A hereof.

F.      The Servicer shall arrange for the sale of a Trust Student Loan to [Bluemont Funding (or the seller from which Bluemont Funding originally purchased such Trust Student Loan), Town Center Funding (or the seller from which Town Center Funding originally purchased such Trust Student Loan), Town Hall Funding (or the seller from which Town Hall Funding originally purchased such Trust Student Loan), VL Funding (or the seller from which VL Funding originally purchased such Trust Student Loan)], SLM ECFC or another Affiliate of SLM Corporation, as applicable, upon receipt by the Servicer of an executed consolidation loan application from the borrower of the related Trust Student Loan or a request from the borrower to add additional loans to such Trust Student Loan as permitted under the Higher Education Act.  The sale price for such Trust Student Loan shall equal the purchase price for any such Trust Student Loan, as calculated pursuant to Section 3.5.A hereof.

G.      The Issuer, Servicer or Administrator shall notify the Eligible Lender Trustee, in writing, if it becomes aware of the termination of any Guarantee Agreement.

Section 3.12.      Special Programs.  The Servicer may offer borrowers of the Trust Student Loans special programs (e.g., Great Returnssm and Direct Repaysm) generally offered to the obligors of similar loans owned by SLM Corporation or any of its Affiliates and serviced by the Servicer.  Whether or not any such program is required by the Higher Education Act or is optional and effectively reduces the borrower interest rate or principal balances on the Trust Student Loans (each such reduction, a “Borrower Benefit Yield Reduction”) such special program may be applied to the Trust Student Loans at the discretion of the Servicer.  Each of the Excess Distribution Certificateholder, the Depositor, the Servicer, the Administrator and any other Affiliate of SLM Corporation shall be deemed to be a third party beneficiary of this Section 3.12 and shall make appropriate arrangements to compensate the Servicer for increased costs associated with material changes to existing special programs or the implementation and support of any new special programs.

Section 3.12A      Prepayments Relating to Borrower Benefit Yield Reductions.  In the event of an anticipated deficiency due to the application of a Borrower Benefit Yield Reduction, any of the Excess Distribution Certificateholder, the Depositor, the Servicer, the Administrator or any other Affiliate of SLM Corporation may (but shall not be required to) make a prepayment to the Issuer of the amount that would be required to offset such anticipated deficiency. On each date when the Issuer receives a prepayment of such amounts, it shall deposit such amounts into the Borrower Benefit Account, and such amounts shall be included in Available Funds on the next Distribution Date to the extent there is a deficiency caused by a realized Borrower Benefit Yield Reduction for the related Collection Period.

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Section 3.13.      Financial Statements.  At any time that the Servicer is not an Affiliate of the Administrator, the Servicer shall provide to the Indenture Trustee, the Eligible Lender Trustee and the Administrator (a) as soon as possible, and in no event more than 120 days after the end of each fiscal year of the Servicer, audited financials as at the end of and for such year and (b) as soon as possible, and in no event more than 30 days after the end of each quarterly accounting period of the Servicer, unaudited financials as at the end of and for such period.

Section 3.14.      Insurance.  The Servicer shall maintain or cause to be maintained insurance with respect to its property and business against such casualties and contingencies and of such types and in such amounts as is customary in the case of institutions of the same type and size.

Section 3.15.      Administration Agreement.  The Servicer agrees to perform all duties required of the Servicer under the Administration Agreement using that degree of skill and attention that the Servicer exercises with respect to its comparable business activities.

Section 3.16.      Lender Identification Number.  The Eligible Lender Trustee may permit trusts established by the Depositor to securitize student loans, other than the Trust, to use the Department lender identification number applicable to the Issuer if the servicing agreements with respect to such other trusts include provisions substantially similar to this paragraph.  In such event, the Servicer may claim and collect Interest Subsidy Payments and Special Allowance Payments with respect to Trust Student Loans and student loans in such other trusts using such common lender identification number.  Notwithstanding anything herein or in the Basic Documents to the contrary, any amounts assessed against payments (including, but not limited to, Interest Subsidy Payments and Special Allowance Payments) due from the Department to any such other trust using such common lender identification number as a result of amounts owing to the Department from the Issuer will be deemed for all purposes hereof and of the Basic Documents (including for purposes of determining amounts paid by the Department with respect to the student loans in the Trust and such other trust) to have been assessed against the Issuer and shall be deducted by the Administrator or the Servicer and paid to such other trust from any collections made by them which would otherwise have been payable to the Collection Account for the Issuer.  Any amounts assessed against payments due from the Department to the Issuer as a result of amounts owing to the Department from such other trust using such common lender identification number will be deemed to have been assessed against such other trust and will be deducted by the Administrator or the Servicer from any collections made by them which would otherwise be payable to the collection account for such other trust and paid to the Issuer.

Section 3.17.      Privacy and Information Security Provisions.  With respect to information that is “non-public personal information” (as defined in the GLB Regulations) that is disclosed or provided by the Trust (or on the Trust’s behalf) to the Servicer in connection with this Agreement, or any Basic Document to which the Servicer is a party, the Servicer agrees, subject to the terms hereof and the limitations of liability set forth herein, that in performing its obligations under this Agreement, the Servicer shall comply with all reuse, redisclosure, or other customer information handling, processing, security, and protection requirements that are specifically required of a non-affiliated third-party processor or servicer (or subcontractor) under the GLB Regulations and other applicable federal consumer privacy laws, rules, and regulations.  Without limiting the foregoing, the Servicer agrees that:

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(i)      the Servicer is prohibited from disclosing or using any “non-public personal information” (as defined in the GLB Regulations) disclosed or provided by the Trust or on the Trust’s behalf to the Servicer, except solely to carry out the purposes for which it was disclosed, including use under an exception contained in 12 CFR sections 40.14 or 40.15 or 16 CFR sections 313.14 or 313.15, as applicable, of the GLB Regulations in the ordinary course of business to carry out those purposes; and

(ii)      the Servicer has implemented and will maintain an information security program designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, Final Rule (12 CFR Part 30, Appendix B) and the Federal Trade Commission’s Standards for Safeguarding Customer Information (16 CFR Part 314).

ARTICLE IV.

Section 4.1.      Representations of Servicer.  The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring (through the Eligible Lender Trustee) the Trust Student Loans and appointing the Servicer as servicer hereunder.  The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Trust Student Loans to the Eligible Lender Trustee on behalf of the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

A.      Organization and Good Standing.  The Servicer is duly organized and validly existing as a corporation formed under the laws of the State of Delaware and in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, the power, authority and legal right to service the Trust Student Loans and to hold the Trust Student Loan Files as custodian.

B.      Due Qualification.  The Servicer is duly qualified to do business and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Trust Student Loans as required by this Agreement) shall require such qualifications.

C.      Power and Authority.  The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary action.  No registration with or approval of any governmental agency is required for the due execution and delivery by, and enforceability against, the Servicer of this Agreement.

D.      Binding Obligation.  This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and subject to equitable principles.

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E.      No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents); nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties.

F.      No Proceedings.  There are no proceedings or investigations pending, or, to the Servicer’s best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties:  (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which the Servicer is a party, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Servicer is a party, or (iv) relating to the Servicer and which might adversely affect the federal or state income tax attributes of the Notes.

Section 4.2.      Indemnities of Servicer.  The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.

The Servicer shall pay for any loss, liability or expense, including reasonable attorneys’ fees, that may be imposed on, incurred by or asserted against the Issuer or the Eligible Lender Trustee by the Department pursuant to the Higher Education Act, to the extent that such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer.  Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event.

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For purposes of this Section, in the event of the termination of the rights and obligations of Sallie Mae, Inc. (or any successor thereto pursuant to Section 4.3) as Servicer pursuant to Section 5.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer pursuant to Section 5.2.

Liability of the Servicer under this Section shall survive the resignation or removal of the Servicer, Eligible Lender Trustee or the Indenture Trustee or the termination of this Agreement.  If the Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Section 4.3.      Merger or Consolidation of, or Assumption of the Obligations of, Servicer.  The Servicer hereby agrees that, upon (a) any merger or consolidation of the Servicer into another Person, (b) any merger or consolidation to which the Servicer shall be a party resulting in the creation of another Person or (c) any Person succeeding to the properties and assets of the Servicer substantially as a whole, the Servicer shall (i) cause such Person (if other than the Servicer) to execute an agreement which states expressly that such Person assumes every obligation of the Servicer hereunder, (ii) deliver to the Eligible Lender Trustee and Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) cause the Rating Agency Condition to have been satisfied with respect to such transaction and (iv) cure any existing Servicer Default or any continuing event which, after notice or lapse of time or both, would become a Servicer Default.  Upon compliance with the foregoing requirements, such Person shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement.

Section 4.4.      Limitation on Liability of Servicer.  The Servicer shall not be under any liability to the Issuer, the Noteholders, [each Swap Counterparty,] the Administrator, the Eligible Lender Trustee or the Indenture Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor; provided, however, that this provision shall not protect the Servicer against its obligation to purchase Student Loans from the Trust pursuant to Section 3.5 hereof or to pay to the Trust amounts required pursuant to Section 3.5 hereof or against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.  The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement.

Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties

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of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Servicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Trust Student Loans, the Issuer shall indemnify and hold the Servicer harmless from all cost, liability or expense of the Servicer not arising out of or relating to the failure of the Servicer to comply with the terms of this Agreement.

Section 4.5.      Sallie Mae, Inc. Not to Resign as Servicer.  Subject to the provisions of Section 4.3, Sallie Mae, Inc. shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon determination that the performance of its duties under this Agreement is no longer permissible under applicable law.  Notice of any such determination permitting the resignation of Sallie Mae, Inc. shall be communicated to the Eligible Lender Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Eligible Lender Trustee and the Indenture Trustee concurrently with or promptly after such notice.  No such resignation shall become effective until the Indenture Trustee or a successor Servicer shall have assumed the responsibilities and obligations of Sallie Mae, Inc. in accordance with Section 5.2.

ARTICLE V.

Section 5.1.      Servicer Default.  If any one of the following events (a “Servicer Default”) shall occur and be continuing:

(1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Servicer from the Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or

(2) any failure by the Servicer duly to observe or to perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement or any other Basic Document to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Trustee, the Eligible Lender Trustee or the Administrator or (B) to the Servicer, and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes;

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provided, however, that any breach of Section 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its purchase and reimbursement obligations under Section 3.5; or

(3) an Insolvency Event occurs with respect to the Servicer; or

(4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or

(5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required  under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered;

then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of the Servicer under this Agreement.  As of the effective date of termination of the Servicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 5.2.  The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Trust Student Loan.  All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses.  Upon receipt of notice of the occurrence of a Servicer Default, the Eligible Lender Trustee shall give notice thereof (which notice shall be prepared by the Administrator) to the Rating Agencies then rating the Notes.

Section 5.2.      Appointment of Successor.

A.      Upon receipt by the Servicer of notice of termination pursuant to Section 5.1, or the resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of

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termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the Indenture Trustee or a successor Servicer shall have assumed the responsibilities and duties of Sallie Mae, Inc.  In the event of the termination hereunder of the Servicer, the Issuer shall appoint a successor Servicer acceptable to the Indenture Trustee and the Eligible Lender Trustee, and the successor Servicer shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee and the Eligible Lender Trustee.  In the event that a successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Servicer and the Indenture Trustee shall be entitled to the Servicing Fee and any Carryover Servicing Fees.  Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Servicer under this Agreement; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer 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.

B.      Upon appointment, the successor Servicer (including the Indenture Trustee acting as successor Servicer) shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities placed on the predecessor Servicer that arise thereafter or are related thereto and shall be entitled to an amount agreed to by such successor Servicer (which shall not exceed the Servicing Fee unless the Rating Agency Condition is satisfied with respect to such compensation arrangements) and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement; provided, that the successor Servicer shall assume no liability or responsibility for any acts, representations, obligations or covenants of any predecessor Servicer prior to the date that the successor Servicer becomes Servicer hereunder.

C.      Notwithstanding the foregoing or anything to the contrary herein or in the other Basic Documents, the Indenture Trustee, to the extent it is acting as successor Servicer pursuant hereto and thereto, shall be entitled to resign to the extent a qualified successor Servicer has been appointed and has assumed all the obligations of the Servicer in accordance with the terms of this Agreement and the other Basic Documents.

Section 5.3.      Notification to Noteholders.  Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article V, the Indenture Trustee shall give prompt written notice thereof to Noteholders and the Rating Agencies then rating the Notes (which, in the case of any such appointment of a successor, shall consist of prior written notice thereof to the Rating Agencies then rating the Notes).

Section 5.4.      Waiver of Past Defaults.  The Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes may, on behalf of all Noteholders, waive in writing any default by the Servicer in the performance of its obligations hereunder and any consequences thereof, except a default in making any required deposits to or payments from any of the Trust Accounts (or giving instructions regarding the same) in accordance with this Agreement.  Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default

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arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the Administration Agreement.  No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

ARTICLE VI.

Section 6.1.      Amendment.

A.      This Agreement may be amended by the Servicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, without the consent of any of the Noteholders, (i) to comply with any change in any applicable federal or state law, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Eligible Lender Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus.

B.      This Agreement may also be amended from time to time by the Servicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, with the consent of the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

It shall not be necessary for the consent of Noteholders pursuant to this clause B, to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution of any amendment to this Agreement (or, in the case of the Rating Agencies then rating the Notes, 15 days prior thereto), the Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

Prior to the execution of any amendment to this Agreement, the Eligible Lender Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Indenture Trustee and the Eligible Lender Trustee may, but shall not be obligated to, execute and deliver such amendment which affects its rights, powers, duties or immunities hereunder.

Section 6.2.      Notices.  All notices hereunder shall be given by United States certified or registered mail, by facsimile or by other telecommunication device capable of creating written record of such notice and its receipt.  Notices hereunder shall be effective when received and

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shall be addressed to the respective parties hereto at the addresses set forth below, or at such other address as shall be designated by any party hereto in a written notice to each other party pursuant to this section.

If to the Servicer, to:

Sallie Mae, Inc.

2001 Edmund Halley Drive

Reston, Virginia  20191

Attn:  Senior Vice President, Servicing

If to the Issuer, to:

SLM Student Loan Trust

20[__]-[__]

c/o ______________________

_________________________

_________________________

_________________________

If to the Administrator, to:

_________________________

_________________________

_________________________

_________________________

_________________________

If to the Eligible Lender Trustee, to:

SLM Student Loan Trust

20[__]-[__]

c/o ______________________

_________________________

_________________________

_________________________

If to the Indenture Trustee, to:

_________________________

_________________________

_________________________

_________________________

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Section 6.3.      Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

Section 6.4.      Entire Agreement; Severability.  This Agreement constitutes the entire agreement among the Issuer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Servicer.  All prior representations, statements, negotiations and undertakings with regard to the subject matter hereof are superseded hereby.

If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remaining terms and provisions of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

Section 6.5.      Governing Law.  The terms of this Agreement shall be subject to all applicable provisions of the Higher Education Act and shall be construed in accordance with and governed by the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties, hereunder shall be determined in accordance with such laws.

Section 6.6.      Relationship of Parties.  The Servicer is an independent contractor and, except for the services which it agrees to perform hereunder, the Servicer does not hold itself out as an agent of any other party hereto.  Nothing herein contained shall create or imply an agency relationship among Servicer and any other party hereto, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.

Section 6.7.      Captions.  The captions used herein are for the convenience of reference only and not part of this Agreement, and shall in no way be deemed to define, limit, describe or modify the meanings of any provision of this Agreement.

Section 6.8.      Nonliability of Directors, Officers and Employees of Servicer, the Eligible Lender Trustee, the Indenture Trustee and the Administrator.  No member of the board of directors or any officer, employee or agent of the Servicer, the Administrator, the Eligible Lender Trustee or the Indenture Trustee (or any Affiliate of any such party) shall be personally liable for any obligation incurred under this Agreement.

Section 6.9.      Assignment.  This Agreement may not be assigned by the Servicer except as permitted under Sections 4.3, 4.5 and 5.2 hereof.  This Agreement may not be assigned by the Administrator except as permitted under Sections 4.3 and 4.6 of the Administration Agreement.

Section 6.10.      Limitation of Liability of Eligible Lender Trustee and Indenture Trustee.

A.      Notwithstanding anything contained herein to the contrary, this Agreement has been signed by [_____________], not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and in no event shall [_____________], in its individual capacity or, except as expressly provided in the Trust Agreement, as Eligible Lender Trustee

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have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or the Eligible Lender Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

B.      Notwithstanding anything contained herein to the contrary, this Agreement has been signed by [_____________], not in its individual capacity but solely as Indenture Trustee, and in no event shall [_____________] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

ARTICLE VII.

Section 7.1.      Intent of the Parties; Reasonableness.  The Eligible Lender Trustee, Administrator, on behalf of the Issuer, and the Servicer acknowledge and agree that the purpose of Article VII of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

None of the Eligible Lender Trustee, Administrator, on behalf of the Issuer, nor the Servicer shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Servicer shall cooperate fully with the Administrator, on behalf of the Issuer, to deliver to the Administrator, on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Administrator, on behalf of the Issuer, to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and/or any Subservicer or the servicing of the Trust Student Loans, reasonably believed by the Administrator, on behalf of the Issuer, to be necessary in order to effect such compliance.

The Administrator, on behalf of the Issuer, (including any of its assignees or designees) shall cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Issuer’s reasonable judgment, to comply with Regulation AB.

Section 7.2.      Reporting Requirements.  A. If so requested by the Administrator, acting on behalf of the Issuer, for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of Notes, the Servicer shall (or shall cause each Subservicer to) (i) notify the Issuer and the Administrator in writing of any material litigation or governmental proceedings pending against the Servicer and any Subservicer and (ii) provide to the Issuer a description of such proceedings, affiliations or relationships.

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      B.  As a condition to the succession to Servicer or any Subservicer by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Issuer and the Administrator, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Administrator, acting on behalf of the Issuer, all information reasonably requested by the Administrator, acting on behalf of the Issuer, in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of Notes.

      C.  In addition to such information as the Servicer, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Administrator, acting on behalf of the Issuer, the Servicer and any Subservicer shall provide such information regarding the performance or servicing of the Trust Student Loans as is reasonably required to facilitate preparation of quarterly distribution reports in accordance with Item 1121 of Regulation AB.

Section 7.3.      Servicer Compliance Statement.  On or before March [__] of each calendar year, commencing in 20[__], the Servicer shall deliver to the Issuer and the Administrator a statement of compliance addressed to the Issuer and signed by an authorized officer of the Servicer, to the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and shall facilitate the delivery of any required statement of compliance by each Subservicer.

Section 7.4.      Report on Assessment of Compliance and Attestation

A.      On or before March [___] of each calendar year, commencing in 20[__], the Servicer shall:

(i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment C attached to this Agreement;

(ii) if requested by the Administrator, on behalf of the Issuer, deliver to the

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Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph.  Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and

(iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D.

The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans.

B.           Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment.  An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on their behalf by their duly authorized officers as of [______], 20[__].

SALLIE MAE, INC.,

as Servicer

By:  ______________________________

Name:

Title:

SALLIE MAE, INC.,

as Administrator

By:  ______________________________

Name:

Title:

SLM STUDENT LOAN TRUST 20[__]-[__]

By: [_______________],

not in its individual capacity but solely as Eligible Lender Trustee

By:  ______________________________

Name:

Title:

[_______________], not in its individual capacity but solely as

 Eligible Lender Trustee under an Amended and Restated Trust

Agreement, dated as of [______], 20[__], among SLM Funding LLC,

[_______________], in its capacity as Eligible Lender Trustee,

[_______________], in its capacity as Delaware Trustee, and

[_______________], in its capacity as Indenture Trustee

By:  ______________________________

Name:

Title:

[_______________], not in its individual capacity but solely as

 Indenture Trustee under an Indenture, dated as of [______], 20[__],

among SLM Student Loan Trust 20[__]-[__], [_______________],

not in its individual capacity but solely as the Eligible Lender Trustee,

and [_______________], in its capacity as Indenture Trustee

By:  ______________________________

Name:

Title:

By:  ______________________________

Name:

Title:

ATTACHMENT A

SCHEDULE OF FEES

The Servicer will receive a Primary Servicing Fee and a Carryover Servicing Fee (together, the “Servicing Fee”).

The “Primary Servicing Fee” for any month is equal to the sum of the monthly servicing fees for the Trust Student Loans owned by the Trust during that month.  The monthly servicing fee for a Trust Student Loan is calculated on a unit basis and is an amount equal to (i) $[____] per month per borrower for trust student loans that are in in-school status, (ii) $[____] per month per borrower for trust student loans that are in grace status and (iii) $[____] per month per borrower for all other trust student loans.  A trust student loan’s current payment status will be determined as of the last day of each month.  In the event a borrower has more than one trust student loan and those loans are in different payment statuses, the monthly servicing fee will be paid at the higher unit rate.  In no event, however, will the Primary Servicing Fee for any month exceed [____]% of the aggregate outstanding principal balance of the Trust Student Loans, calculated as of the Closing Date or the first day of the preceding calendar month, as the case may be.

The Servicer has the right to annually increase its fees by an amount equal to the percentage increase in the U.S. Department of Labor's Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average for the most recent twelve month period available at the time of each such annual adjustment; provided, that such increase shall not be less than 3% per annum.

The Primary Servicing Fee will be payable out of Available Funds, with respect to each Distribution Date and amounts on deposit in the Collection Account and the Reserve Account on such Distribution Date, commencing on the [____] 20[__] Distribution Date.

The “Carryover Servicing Fee” will be payable out of Available Funds in accordance with Section 2.8(i) of the Administration Agreement on each Distribution Date and is the sum of: (a) the amount of certain increases in the costs incurred by the Servicer which are agreed to pursuant to Section 3.8 of the Servicing Agreement, (b) any Conversion Fees, Transfer Fees and Removal Fees (as defined below) incurred since the last Distribution Date and (c) any amounts described in (a) and (b) above that remain unpaid from prior Distribution Dates, plus interest on such amounts for the period from the Distribution Date on which such amounts become due to the date such amounts are paid in full at a rate per annum for each Interest Period (as defined below) equal to the sum of (a) the average accepted auction price (expressed on a bond equivalent basis) for 91-day Treasury Bills sold at the most recent 91-day Treasury Bill auction prior to the Interest Period as reported by the U.S. Treasury Department and (b) [___%].

“Interest Period” shall mean the period from each Distribution Date through the day before the next Distribution Date.  The Carryover Servicing Fee will be payable to the Servicer on each succeeding Distribution Date out of Available Funds after payment on such Distribution Date of all senior amounts payable prior to clause (i) of Section 2.8 of the Administration Agreement.  On the [____] 20[__] Distribution Date, the Servicer shall receive a pro rata portion of the Primary Servicing Fee for the period from, and including, the Closing Date to, and including, [____] 20[__].

A-1

The Servicer will be paid a fee (“Conversion Fee”) for any Student Loan added to the Trust Estate which Student Loan is not serviced on the Servicer’s system unless such Student Loan is being substituted into the Trust Estate by the Servicer pursuant to Section 3.5 of this Agreement. The Conversion Fee is equal to the greater of $[______] per account or the Servicer’s verifiable costs plus [___]%.

The Servicer will be paid a fee (“Transfer Fee”) for any Trust Student Loan transferred in or out of the Trust Estate which is at the time of transfer being serviced on the Servicer’s system (regardless of the owner) unless (i) such Trust Student Loans are being removed or added to the Trust in order to comply with the Servicer’s purchase/substitution obligation under Section 3.5 of this Agreement, (ii) such Trust Student Loans are being removed pursuant to Section 3.11F of this Agreement or (iii) such Trust Student Loans are being added to the Trust pursuant to Section 2.10(d) of the Administration Agreement.  The Transfer Fee is equal to [$____] per account transaction.

The Servicer will be paid a fee (“Removal Fee”) for performing all activities required to remove a Trust Student Loan from the Servicer’s system to another servicer unless such Trust Student Loan is being removed due to the termination of the Servicer pursuant to Section 5.1 of this Agreement.  The Removal Fee is equal to [$_____] per account plus any verifiable direct expenses incurred for shipping such Trust Student Loan to the new servicer.

A-2

ATTACHMENT B

[TO BE UPDATED FOR EACH TRANSACTION]

LOCATIONS

Loan Servicing Center/Indianapolis

11100 USA Parkway

Fishers, Indiana 46038

(317) 849-6510

Loan Servicing Center/Pennsylvania

220 Lasley Avenue

Hanover Industrial Estates

Wilkes-Barre, Pennsylvania 18706

(717) 821-3600

Sallie Mae, Inc.

300 Continental Drive

Newark, Delaware 19713

(302) 283-8000

B-1

ATTACHMENT C

REPORTS

1.           Pre-Sale Files and Reports

Cutoff Gold File

PENDTRSTSSN

PENDABCPSSN

2.           Sale Files and Reports

Post Sale Gold File

ASALESSN

TSALESSN

TSALE

Premium Model

Private Roll Rate

Reg AB Summary

3.           Daily Reporting

Daily Borrower Payment Funding (EDW FDR UE TRSTDFI STG)

Loan Selection Replication (LTLSL/LTLRP/LTCDD)

Daily Buyback

ABCDPOWNSSN

4.           Monthly Reporting

PORTCHAR

PORTCSSN

AVGWTDTOTAL

LADSUMMARY

TRUSTBIP

LOSTSAP

SAPACCRUAL

BUYBACK

REBATEFEE

Month End Gold File

LAS Activity Statement

5. Other reports or data requested from time to time that are necessary for the Issuer to comply with Regulation AB.

C-1

ATTACHMENT D

FORM OF ANNUAL CERTIFICATION

Re: The Servicing Agreement dated as of [_____], 20[__] (the “Agreement”), among SLM Student Loan Trust 20[__]-[__], as Issuer, Sallie Mae, Inc., as Servicer, Sallie Mae, Inc., as Administrator, [___________], as Eligible Lender Trustee, and [___________], as Indenture Trustee

I, ________________________________, the _______________________ of Sallie Mae, Inc. (the “Servicer”), certify to the Administrator, on behalf of the Issuer, and their officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Trust Student Loans by the Servicer during 20[  ] that were delivered by the Servicer to the Administrator, on behalf of the Issuer, pursuant to the Agreement (collectively, the “Company Servicing Information”);

(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Administrator, on behalf of the Issuer;

D-1

(4) I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects; and

(5) The Compliance Statement required to be delivered by the Servicer pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Servicer and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the Administrator, on behalf of the Issuer.  Any material instances of noncompliance described in such reports have been disclosed to the Administrator, on behalf of the Issuer.  Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

Date:           _________________________

By: ________________________________

Name:

Title:

D-2

ATTACHMENT E

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by Sallie Mae, Inc., as the Servicer, shall address, at a minimum, the criteria identified below (the “Applicable Servicing Criteria”):

Reference	Criteria	Applicability
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the Basic Documents.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	N/A
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.	N/A
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	N/A
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	N/A
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing	N/A

E-1

Reference	Criteria	Applicability
	accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.	N/A
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.	N/A
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.	N/A
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	N/A
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.
1122(d)(4)(ii)	Student loan and related documents are safeguarded as required by the Basic Documents
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.	N/A
1122(d)(4)(iv)	Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.
1122(d)(4)(v)	The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

E-2

Reference	Criteria	Applicability
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.	N/A

E-3

SALLIE MAE, Inc., as Servicer

Date: ____________________

By: ______________________

Name:

Title:

E-4

EX-99.3

Exhibit 99.3

[FORM OF] PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of [________, 20__] among SLM Education Credit Finance Corporation (“SLM ECFC”), SLM Funding LLC (“Funding”) and [_________], not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of [________, 20__] between Funding and the Interim Eligible Lender Trustee, shall be effective upon execution by the parties hereto.  References to Funding herein mean the Interim Eligible Lender Trustee for all purposes involving the holding or transferring of legal title to the Eligible Loans.

WHEREAS, SLM ECFC is the owner of certain Student Loans guaranteed under the Higher Education Act;

WHEREAS, SLM ECFC may desire to sell its interest in such Loans from time to time and Funding may desire to purchase such Loans from SLM ECFC;

WHEREAS, Funding desires to purchase from SLM ECFC the portfolio of Initial Loans;

WHEREAS, from time to time following the Closing Date until the end of the Supplemental Purchase Period, SLM ECFC may desire to sell Additional Loans and Funding may purchase such Additional Loans in accordance with these Master Terms and the related Additional Purchase Agreements;

WHEREAS, from time to time, SLM ECFC may substitute loans in accordance with these Master Terms; and

WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal title to, and serve as eligible lender trustee with respect to, Purchased Loans on behalf of Funding.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

SECTION 1.    TERMS

These Master Terms establish the terms under which SLM ECFC may sell and Funding (and with respect to legal title, the Interim Eligible Lender Trustee on behalf of Funding) may purchase the Loans (and all obligations of the Borrowers thereunder) specified in the Initial Purchase Agreement with respect to the Initial Loans or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, as the parties may execute from time to time pursuant to these Master Terms.  The Initial Purchase Agreement and each Additional Purchase Agreement, as applicable, shall be substantially in the form of Attachment A and Attachment C hereto, respectively, in each case incorporating by reference the terms of these Master Terms, and shall be a separate agreement among SLM ECFC, Funding, and the Interim Eligible Lender Trustee on behalf of Funding with respect to the Loans covered by the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable.  If the terms of the Initial Purchase Agreement or an Additional Purchase Agreement conflict with the terms of these Master Terms, the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable, shall supersede and govern.

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SECTION 2.    DEFINITIONS

Capitalized terms used but not otherwise defined herein, including in the related Purchase Agreement and Bill of Sale, shall have the definitions set forth in Appendix A to the Indenture dated as of [________, 20__], among the Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture Trustee, as such appendix may be amended or supplemented from time to time with the consent of the parties hereto.

For purposes hereof:

(A)       “Account” means all of the Eligible Loans hereunder of one (1) Borrower that are of the same Loan type made under the identical subsection of the Higher Education Act and in the same status.

(B)       “Additional Bill of Sale” means each document, in the form of Attachment D hereto, executed by an authorized officer of SLM ECFC, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall:  (i) set forth the list and certain terms of (a) Additional Loans offered by SLM ECFC and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by SLM ECFC, (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all right, title and interest of SLM ECFC in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Bill of Sale and (iii) certify that the representations and warranties made by SLM ECFC pursuant to Sections 5(A) and (B) of these Master Terms are true and correct.

(C)       “Additional Loan” means the Eligible Loans evidenced by a Note or Notes sold from time to time during the Supplemental Purchase Period pursuant to an Additional Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(D)       “Additional Loans Purchase Price” means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Purchase Agreement (which, with respect to any Additional Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the aggregate principal balance of such Additional Loan, plus accrued interest to be capitalized).

(E)       “Additional Purchase Agreement” means each Additional Purchase Agreement (including the related Additional Bill of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC,

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Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

(F)      “Bill of Sale” means the Initial Bill of Sale or an Additional Bill of Sale, as applicable.

(G)       “Borrower” means the obligor on a Loan.

(H)       “Consolidation Loan” means a Loan made pursuant to and in full compliance with Section 428C of the Higher Education Act.

(I)      “Cutoff Date” means the Initial Cutoff Date, the Statistical Cutoff Date or any Subsequent Cutoff Date, as applicable.

(J)      “Eligible Loan” means a Loan offered for sale or substituted by SLM ECFC under a Purchase Agreement which as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is current or not more past due than permitted under such Purchase Agreement in payment of principal or interest and which meets the following criteria as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the effective date of the related Bill of Sale, in the case of any Additional Loan or Substituted Loan:

(i)      is [a Stafford Loan, a PLUS Loan or an SLS Loan, and is not a Consolidation Loan]/[a Consolidation Loan];

(ii)      is owned by SLM ECFC and is fully disbursed;

(iii)      is guaranteed as to principal and interest by the applicable Guarantor to the maximum extent permitted by the Higher Education Act for such Loan;

(iv)      bears interest at a stated rate of not less than the maximum rate permitted under the Higher Education Act for such Loan;

(v)      is eligible for the payment of the quarterly special allowance at the full and undiminished rate established under the formula set forth in the Higher Education Act for such Loan;

(vi)      if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a Loan for which interest either is billed quarterly to Borrower or deferred until commencement of the repayment period, in which case such accrued interest is subject to capitalization to the full extent permitted by the applicable Guarantor;

(vii)      is current or no payment of principal or interest shall be more than 210 days past due as of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date;

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(viii)      the last disbursement was before the Statistical Cutoff Date, in the case of the Initial Loans, or before the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan;

(ix)      is supported by the following documentation:

1. loan application, and any supplement thereto,

2. original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,

3. evidence of guarantee,

4. any other document and/or record which Funding may be required to retain pursuant to the Higher Education Act,

5. if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,

6. if applicable, documentation which supports periods of current or past deferment or past forbearance,

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

8. if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,

9. if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and

10. if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.

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(K)      “Initial Bill of Sale” means the document, in the form of Attachment B hereto, executed by an authorized officer of SLM ECFC which shall (i) set forth the applicable Initial Loans offered by SLM ECFC and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all rights, title and interest of SLM ECFC in the Initial Loans listed on that Bill of Sale and (iii) certify that the representations and warranties made by SLM ECFC as set forth in Sections 5 (A) and (B) of these Master Terms are true and correct.

(L)      “Initial Cutoff Date” means [________, 20__].

(M)      “Initial Loans” means the Eligible Loans evidenced by the Notes sold on the Closing Date pursuant to the Initial Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(N)       “Initial Payment” means the consideration specified as the “Initial Payment” in the applicable Purchase Agreement. The Initial Payment will include a specified dollar amount of cash and the Excess Distribution Certificate.

(O)      “Initial Purchase Agreement” means the Purchase Agreement (including the related Blanket Endorsement, Initial Bill of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by SLM ECFC as set forth in Sections 5 (A) and (B) of these Master Terms are true and correct as of the Closing Date.

(P)       “Loan” means an Initial Loan, Additional Loan or Substituted Loan, as applicable, offered for sale and purchased, or substituted, pursuant to the related Purchase Agreement and related documentation together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(Q)       “Loan Transmittal Summary Forms” means the forms related to each Bill of Sale provided to SLM ECFC by Funding and completed by SLM ECFC that list, by Borrower, (i) the Loans subject to the related Bill of Sale and (ii) the outstanding Principal Balance and accrued interest thereof as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan.

(R)      “Note” means the promissory note or notes of the Borrower and any amendment thereto evidencing the Borrower’s obligation with regard to a student loan guaranteed under the Higher Education Act or the electronic records evidencing the same.

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(S)      [“PLUS Loan” means a Loan that was made pursuant to the PLUS Program established under Section 428B of the Higher Education Act (or predecessor provisions).]

(T)      “Principal Balance” means the outstanding principal amount of the Loan, plus interest expected to be capitalized (if any), less amounts which may not be insured (such as late charges).

(U)       “Purchase Agreement” means the Initial Purchase Agreement or an Additional Purchase Agreement, as applicable, substantially in the form of Attachment A or C hereto, of which the Master Terms form a part by reference.

(V)       “Purchase Date” means with respect to the Initial Loans, the Closing Date, and with respect to any Additional Loans or Substituted Loans, the date of the related Additional Bill of Sale.

(W)      “Purchase Price” means the Initial Payment or the Additional Loans Purchase Price, as applicable.

(X)      “Purchased Loans” means, with respect to each Purchase Agreement, the Loans offered for sale and purchased or substituted pursuant to such Purchase Agreement.

(Y)       “Sale Agreement” means the Sale Agreement Master Securitization Terms Number 1000, dated as of [________, 20__] among SLM Funding LLC, as Seller, SLM Student Loan Trust 2013-2, as Purchaser, and [ Americas, as Interim Eligible Lender Trustee and as Eligible Lender Trustee.

(Z)      “Secretary” means the United States Secretary of Education or any successor.

(AA)      [“SLS Loan” means a Loan which was made pursuant to the Supplemental Loans for Students Program established under Section 428A of the Higher Education Act (or predecessor provisions), including Loans referred to as ALAS Loans or Student PLUS Loans.]

(BB)      [“Stafford Loan” means a Subsidized Stafford Loan or an Unsubsidized Stafford Loan.]

(CC)      “Statistical Cutoff Date” means [________, 20__].

(DD)      “Subsequent Cutoff Date” means the date specified in the related Additional Purchase Agreement agreed to by SLM ECFC and Funding for the purposes of determining the Principal Balance and accrued interest to be capitalized, as applicable, for purposes of completing each related Loan Transmittal Summary Form.

(EE)      “Subsidized [Stafford]/[Consolidation] Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A(d) of the Higher Education Act.

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(FF)      “Substituted Loans” means the Eligible Loans evidenced by a Note or Notes substituted by SLM ECFC pursuant to the terms of Section 6(B) hereof from time to time as evidenced by an Additional Purchase Agreement and related documentation, together with any guarantees and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.  For all purposes hereunder, except with respect to Purchase Price or as otherwise set forth herein, Substituted Loans shall be treated as Additional Loans.

(GG)      “Trust” means SLM Student Loan Trust 20[__-__].

(HH)      “Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date, plus any Additional Loan, plus any Substituted Loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6(B) of the Sale Agreement or pursuant to Section 6(B) of an Additional Sale Agreement, or by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall not include any Purchased 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.

(II)      “Unsubsidized [Stafford/Consolidation] Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

SECTION 3.    SALE/PURCHASE

SECTION 3.1  SALE/PURCHASE OF INITIAL LOANS

(A)      Consummation of Sale and Purchase

The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to the Initial Loans shall be consummated upon: (i) Funding’s receipt from SLM ECFC of the Initial Bill of Sale; (ii) the payment by Funding to SLM ECFC of the Initial Payment.  Upon consummation, such sale and purchase shall be effective as of the date of the Initial Bill of Sale.  SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan.

(B)      Settlement of the Initial Payment

On the date of the Initial Bill of Sale, Funding shall pay to SLM ECFC the Initial Payment. The portion of the Initial Payment consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by SLM ECFC. The portion of the Initial Payment consisting of the Excess Distribution Certificate shall be paid by delivery of the Excess Distribution Certificate to SLM ECFC.

(C)      Interest Subsidy and Special Allowance Payments and Rebate Fees

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SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SECTION 3.2   SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS

(A)      Requirements Relating to Additional Loans

From time to time during the Supplemental Purchase Period, SLM ECFC may, but shall not be obligated to, sell Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement.  In addition, at any time, SLM ECFC may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder.  The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.

(B)      Consummation of Sale and Purchase

During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to Substituted Loans), the sale and purchase of Eligible Loans as Additional Loans pursuant to an Additional Purchase Agreement shall be consummated upon (i) Funding's receipt from SLM ECFC of a fully executed copy of the related Additional Purchase Agreement; and (ii) the payment by Funding to SLM ECFC of the related Purchase Price.  Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Bill of Sale.  SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Purchase Agreement with respect to each Additional Loan.

(C)      Settlement of the Purchase Price

On the date of the related Additional Bill of Sale for an Additional Loan, Funding shall pay SLM ECFC the related Purchase Price by wire transfer of immediately available funds to the account specified by SLM ECFC (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from Funding to SLM ECFC of ownership of the Loans being substituted).

(D)      Interest Subsidy and Special Allowance Payments and Rebate Fees

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SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Bill of Sale accruing up to but not including the related Subsequent Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans [which are Consolidation Loans subject to the related Bill of Sale] accruing from the date of the related Subsequent Cutoff Date.

SECTION 3.3   GENERAL

(A)      [Reserved].

(B)      Intent of the Parties

With respect to each sale or substitution of Eligible Loans pursuant to these Master Terms and the related Purchase Agreements, it is the intention of SLM ECFC, the Interim Eligible Lender Trustee and Funding, and SLM ECFC hereby warrants that, except for U.S. federal, state and local income and franchise tax purposes, the transfer and assignment constitute a valid sale of such Loans from SLM ECFC to Funding and the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding or a valid substitution of such Loans, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of SLM ECFC’s estate in the event of the bankruptcy of SLM ECFC or the appointment of a receiver with respect to SLM ECFC.

SECTION 4.    CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION

Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):

(A)      Activities Prior to the Related Purchase Date

SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.

(B)      Continued Servicing

Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Bill of Sale.

(C)      Bill of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding:

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(i)      a Bill of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Bill of Sale; and

(ii)      the Loan Transmittal Summary Form, attached to the Bill of Sale, identifying each of the Eligible Loans which is the subject of the Bill of Sale and setting forth the unpaid Principal Balance of each such Loan.

(D)      Endorsement

SLM ECFC shall provide a blanket endorsement transferring the entire interest of SLM ECFC in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans.

At the direction of and in such form as Funding may designate, SLM ECFC also agrees to individually endorse any Eligible Loan as Funding may request from time to time.

(E)      Officer’s Certificate

SLM ECFC shall furnish to Funding, with each Bill of Sale provided in connection with each purchase or substitution of Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Bill of Sale.

(F)      Loan Transfer Statement

Upon Funding’s request, SLM ECFC shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by SLM ECFC and dated the date of the related Bill of Sale.  SLM ECFC agrees that Funding and the Interim Eligible Lender Trustee may use the related Bill of Sale, including the Loan Transmittal Summary Form attached to that Bill of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by SLM ECFC to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Bill of Sale.

(G)      Power of Attorney

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SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of SLM ECFC any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from SLM ECFC or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

(H)      Contemporaneous Sale

Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

SECTION 5.    REPRESENTATIONS AND WARRANTIES OF SLM ECFC AND THE INTERIM ELIGIBLE LENDER TRUSTEE

(A)      General

SLM ECFC represents and warrants to Funding that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date:

(i)      SLM ECFC is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;

(ii)      SLM ECFC is duly organized and existing under the laws of its governing jurisdiction;

(iii)      SLM ECFC has all requisite power and authority to enter into and to perform the terms of these Master Terms, the Initial Purchase Agreement and any Additional Purchase Agreement, the Initial Bill of Sale and any Additional Bill of Sale;

(iv)      SLM ECFC will not, with respect to any Loan purchased or substituted under Purchase Agreements executed pursuant to these Master Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Funding; and

(v)      SLM ECFC does not have the right to cause the Servicer to modify, discontinue or terminate any borrower benefit incentive program at any time for any reason.

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(B)      Particular

SLM ECFC represents and warrants to Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Terms that, as of the related Purchase Date or as of the date otherwise noted:

(i)      SLM ECFC has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans;

(ii)      These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of Funding and the Interim Eligible Lender Trustee on behalf of Funding, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from SLM ECFC;

(iii)      The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;

(iv)      As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct;

(v)      SLM ECFC is authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by SLM ECFC, will be made pursuant to and consistent with the laws and regulations under which SLM ECFC operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which SLM ECFC is a party or by which SLM ECFC or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;

(vi)      The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);

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(vii)      No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(viii)      As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Bill of Sale;

(ix)      Any payments on the Purchased Loans received by SLM ECFC that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form is true and correct;

(x)      Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;

(xi)      All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;

(xii)      Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(xiii)      No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, or as of the related Subsequent Cutoff Date, with respect to any Additional Loans or Substituted Loans, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither SLM ECFC nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;

(xiv)      It is the intention of SLM ECFC, and SLM ECFC hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLM ECFC to Funding and the Interim Eligible Lender Trustee, for

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the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of SLM ECFC’s estate in the event of the bankruptcy of SLM ECFC or the appointment of a receiver with respect to SLM ECFC;

(xv)      With respect to the first sale of Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding it has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to Funding and the Interim Eligible Lender Trustee hereunder;

(xvi)      Except for Purchased Loans executed electronically, thereis only one original executed copy of the Note evidencing each Purchased Loan. For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain the electronic records evidencing the notes, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws.  The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Purchased Loans.  The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Eligible Lender Trustee.  All financing statements filed or to be filed against SLM ECFC in favor of the Interim Eligible Lender Trustee on behalf of Funding in connection herewith describing the Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Interim Eligible Lender Trustee;”

(xvii)      Other than the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding pursuant to this Agreement, SLM ECFC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans.  SLM ECFC has not authorized the filing of and is not aware of any financing statements against SLM ECFC that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding hereunder or any other security interest that has been terminated. SLM ECFC is not aware of any judgment or tax lien filings against SLM ECFC;

(xviii)      No Borrower of a Purchased Loan as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding;

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(xix)      With respect to all Additional Loans (other than with respect to Substituted Loans), the Supplemental Purchase Period is in full force and effect; and

(xx)      [No loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable.]

(C)      The Interim Eligible Lender Trustee represents and warrants that as of the date of each Purchase Agreement and each Bill of Sale:

(i)      The Interim Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of [_________].  It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Bill of Sale;

(ii)      The Interim Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by [one][two] of its officers who are duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf;

(iii)      Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or [_________] state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws; and

(iv)      The Interim Eligible Lender Trustee is an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to the Trust Student Loans as contemplated by these Master Terms, each Purchase Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

SECTION 6.    REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT

(A)      Each party to these Master Terms shall give notice to the other parties promptly, in writing, upon the discovery of any breach of SLM ECFC’s representations and warranties made pursuant to Sections 5(A) and (B) hereof which has a materially adverse effect on the interest of Funding in any Trust Student Loan.  In the event of such a material breach which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, SLM ECFC shall repurchase any affected Trust Student Loan not later than 120 days following the earlier of the date

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 of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan.  In the event of such a material breach which is curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, SLM ECFC shall purchase such Trust Student Loan from Funding (or, at the direction of Funding, from the Trust) not later than the sixtieth day following the end of such 360-day period.  SLM ECFC shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6(A) an amount equal to all non-guaranteed interest amounts and net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan to the extent not included in the calculation of the Purchase Amount.  In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6(A), SLM ECFC shall remit the Purchase Amount along with those amounts set forth in the immediately preceding sentence in the manner specified in Section 2.6 of the Administration Agreement. For the avoidance of doubt, any lien created pursuant to the Indenture with respect to any such purchased Trust Student Loan shall be released upon receipt of the related Purchase Amount along with the payment of such other amounts referred to in the immediately preceding sentence.

In addition, if any breach of Sections 5(A) and (B) hereof by SLM ECFC does not trigger such repurchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of Funding to repay such interest to a Guarantor), or the loss (including any obligation of Funding to repay the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then SLM ECFC shall reimburse Funding by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments or Special Allowance Payments in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 60 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where SLM ECFC reasonably believes such losses are likely to be collected, not later than the last day of the next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments.  At the time such payment is made, SLM ECFC shall not be required to reimburse Funding for interest that is then capitalized, however, such amounts shall be reimbursed if the Borrower subsequently defaults and such capitalized interest is not paid by the Guarantor.

Anything in this Section 6(A) to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor because of a breach by SLM ECFC or the Servicer or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act, in each case,

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as a result of a breach by SLM ECFC or the Servicer, exceeds 1% of the Pool Balance, SLM ECFC (or the Servicer as provided in the Servicing Agreement) shall purchase, within 30 days of a written request of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance.  The Trust Student Loans to be purchased by SLM ECFC and the Servicer pursuant to the preceding sentence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6(A)) with Trust Student Loans with the earliest such date to be repurchased first.

(B)      In lieu of repurchasing Trust Student Loans pursuant to Section 6(A), SLM ECFC may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

1. status (i.e., in-school, grace, deferment, forbearance or repayment),

2. program type (i.e., Unsubsidized [Stafford]/[Consolidation] Loan, Subsidized [Stafford Loan (pre 1993 vs. post 1993), PLUS Loan or SLS Loan]/[Consolidation Loan]),

3. guarantee percentage,

4. school type,

5. total return,

6. principal balance, and

7. remaining term to maturity.

In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder.  In choosing Eligible Loans to be substituted pursuant to this Section 6(B), SLM ECFC shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders.  In connection with each substitution a Purchase Agreement and related Bill of Sale regarding such Substituted Loans will be executed and delivered by the applicable parties.

In the event that SLM ECFC elects to substitute Eligible Loans pursuant to this Section 6(B), SLM ECFC will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. SLM ECFC shall also remit to Funding (or, at the direction of Funding, to the Trust) an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans that are being removed, in the manner provided in Section 2.6 of the Administration Agreement.

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(C)      The sole remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect to a breach by SLM ECFC pursuant to Sections 5(A) and (B) hereof shall be to require SLM ECFC to purchase such Trust Student Loans, to reimburse Funding as provided in Section 6(A) above or to substitute Eligible Loans pursuant to Section 6(B) above.  The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any forfeiture of Interest Subsidy Payments or Special Allowance Payments pursuant to this Section 6.

SECTION 7.    OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS

(A)      Any payment received by SLM ECFC with respect to amounts accrued after the date of the related Bill of Sale for any Purchased Loan sold to Funding, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by SLM ECFC in trust for the account of Funding and SLM ECFC hereby disclaims any title to or interest in any such amounts.  Within two (2) Business Days following the date of receipt, SLM ECFC shall remit to Funding an amount equal to any such payments along with a listing on a form provided by Funding identifying the Purchased Loans with respect to which such payments were made, the amount of each such payment and the date each such payment was received.

(B)      Any written communication received at any time by SLM ECFC with respect to any Loan subject to these Master Terms or the related Purchase Agreement shall be transmitted by SLM ECFC to the Servicer within two (2) Business Days of receipt.  Such communications shall include, but not be limited to, letters, notices of death or disability, notices of bankruptcy, forms requesting deferment of repayment or loan cancellation, and like documents.

SECTION 8.    CONTINUING OBLIGATION OF THE SELLER

SLM ECFC shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period SLM ECFC owned the related Purchased Loan, or (b) a payment made or alleged to have been made to SLM ECFC.  Further, SLM ECFC agrees to reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

SECTION 9.    LIABILITY OF THE SELLER; INDEMNITIES

SLM ECFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC under these Master Terms and each related Purchase Agreement.

(i)      SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers,

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directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same.

(ii)      SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.

(iii)      SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability:  (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement.  In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld.

Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation.  If SLM ECFC shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFC, without interest.

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SECTION 10.    MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER

Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 (A) shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

SECTION 11.    LIMITATION ON LIABILITY OF SLM ECFC AND OTHERS

SLM ECFC and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way SLM ECFC’s obligations under Section 6).  SLM ECFC shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability.  Except as provided herein, the repurchase (or substitution) and reimbursement obligations of SLM ECFC will constitute the sole remedy available to Funding for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Bill of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Bill of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Bill of Sale is lesser than or greater than the aggregate Principal Balance stated on the related Bill of Sale, (i) if lesser, SLM ECFC shall remit such amount to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and (ii) if greater, Funding shall remit such amount to SLM ECFC.  Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

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SECTION 12.    LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER

Notwithstanding anything contained herein to the contrary, these Master Terms and the Initial Purchase Agreement have been, and any Additional Purchase Agreement will be, signed by [_________], not in its individual capacity but solely in its capacity as Interim Eligible Lender Trustee for Funding, and in no event shall [_________], in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Interim Eligible Lender Trustee or Funding, under these Master Terms or any Purchase Agreements or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of Funding.

SECTION 13.    EXPENSES

Except as otherwise provided herein, each party to these Master Terms or any Purchase Agreement (other than the Interim Eligible Lender Trustee) shall pay its own expense incurred in connection with the preparation, execution and delivery of these Master Terms and any Purchase Agreement and the transactions contemplated herein or therein.

SECTION 14.    SURVIVAL OF COVENANTS/SUPERSESSION

All covenants, agreements, representations and warranties made herein and in or pursuant to the Initial Purchase Agreement and each Additional Purchase Agreement executed pursuant to these Master Terms shall survive the consummation of the acquisition of the Purchased Loans provided for in the related Purchase Agreement.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by or on behalf of SLM ECFC shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan.  Each Purchase Agreement supersedes all previous agreements and understandings between Funding and SLM ECFC with respect to the subject matter thereof.  These Master Terms and any Purchase Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.  The waiver by Funding of any covenant, agreement, representation or warranty required to be made or furnished by SLM ECFC or the waiver by Funding of any provision herein contained or contained in any Purchase Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Purchase Agreement, be construed to lessen the right of Funding to insist upon the performance by SLM ECFC in strict accordance with said terms.

SECTION 15.    COMMUNICATION AND NOTICE REQUIREMENTS

All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to SLM ECFC or Funding, as the case may be, addressed as set forth in the Purchase Agreement or at such other address as either party may hereafter designate by notice to the other party.  Notice given in any such communication, mailed to SLM ECFC or Funding by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

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SECTION 16.    FORM OF INSTRUMENTS

All instruments and documents delivered in connection with these Master Terms and any Purchase Agreement, and all proceedings to be taken in connection with these Master Terms and any Purchase Agreement and the transactions contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and Funding shall have received copies of such documents as it or its counsel shall reasonably request in connection therewith. Any instrument or document which is substantially in the same form as an attachment hereto or a recital herein will be deemed to be satisfactory as to form.

SECTION 17.    AMENDMENT

These Master Terms, any Purchase Agreement, any Bill of Sale and any document or instrument delivered in accordance herewith or therewith may be amended by the parties thereto without the consent of the related Noteholders (i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder, or (ii) to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus.

These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by SLM ECFC, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the time of, collections of payments with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of Noteholders pursuant to this Section 17 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to these Master Terms, the Interim Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that

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execution of such amendment is authorized or permitted by these Master Terms and the Opinion of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement.  The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee’s own rights, duties or immunities under these Master Terms or otherwise.

SECTION 18.    NONPETITION COVENANTS

Notwithstanding any prior termination of these Master Terms, SLM ECFC and the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise invoke or cause Funding to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against Funding under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator or other similar official of Funding or any substantial part of its property, or ordering the winding up or liquidation of the affairs of Funding; provided, however, that nothing herein shall be deemed to prohibit the Interim Eligible Lender Trustee from filing a claim in, or otherwise participating in, any such action or proceeding.

SECTION 19.    GOVERNING LAW

These Master Terms and any Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties, hereunder shall be determined in accordance with such laws.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

SLM EDUCATION CREDIT                                                                                                       SLM FUNDING LLC

FINANCE CORPORATION                                                                                                       (Purchaser)

(Seller)

By:  _____________________________                                                                              By:  _____________________________

Name:                                                                                                                                        Name:

Title:                                                                                                                                          Title:

[_________],

not in its individual capacity but

solely as Interim Eligible Lender Trustee

By:  _____________________________

Name:

Title:

By:  _____________________________

Name:

Title:

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Attachment A

INITIAL PURCHASE AGREEMENT

Dated as of [________, 20__]

PURCHASE AGREEMENT NUMBER 1

           Pursuant to the Master Terms (as defined below), SLM ECFC hereby offers for sale to each of [_________], as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC (“Funding”) under the Interim Trust Agreement dated as of [________, 20__] between Funding and the Interim Eligible Lender Trustee and Funding, the entire right, title and interest of SLM ECFC in the Loans described in the related Bill of Sale and related Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, Funding and the Interim Eligible Lender Trustee for the benefit of Funding accept SLM ECFC’s offer.  In order to qualify as Eligible Loans, no payment of principal of or interest on any such Loan shall be more than two hundred and ten (210) days past due as of the Statistical Cutoff Date.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee.  The Initial Payment for the Initial Loans shall be equal to the sum of (i) an amount payable to SLM ECFC in cash and (ii) the delivery of the Excess Distribution Certificate to SLM ECFC. The amount payable to SLM ECFC in cash shall be specified in a certificate to be delivered on and dated the Closing Date.

This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement.  SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bill of Sale and the related Loan Transmittal Summary Form, as of the Closing Date.

SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date.

The parties hereto intend that the transfer of Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

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IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement Number 1 to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

SLM EDUCATION CREDIT FINANCE CORPORATION

(Seller)

By:_____________________________________

Name:________________________

Title:________________________

SLM FUNDING LLC

(Purchaser)

By:_____________________________________

Name:________________________

Title:________________________

[_________],

not in its individual capacity but solely as Interim Eligible Lender Trustee

By: _____________________________________

Name:________________________

Title:________________________

By: _____________________________________

Name:________________________

Title:________________________

2

PURCHASE AGREEMENT NUMBER 1

BLANKET ENDORSEMENT DATED [________, 20__]

SLM Education Credit Finance Corporation (“SLM ECFC”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Initial Bill of Sale dated the date hereof executed by SLM ECFC in favor of [_________], as the Interim Eligible Lender Trustee for the benefit of SLM Funding LLC (“Funding”), and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Initial Purchase Agreement among SLM ECFC, Funding and the Interim Eligible Lender Trustee which covers the promissory note.

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, SLM ECFC agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, SLM ECFC ACKNOWLEDGES THAT SLM ECFC HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO SLM ECFC OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY SLM ECFC AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED BILL OF SALE.

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

  SELLER   SLM Education Credit Finance Corporation 2001 Edmund Halley Drive Reston, Virginia 20191   Lender Code:  833 253       By: _____________________________         (Signature of Authorized Officer)     Name: ___________________________   Title: ___________________________       PURCHASER   [_________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC     By: _____________________________ (Signature of Authorized Signatory for Purchaser)   Name: ___________________________   Title: ___________________________   By: _____________________________ (Signature of Authorized Signatory for Purchaser)   Name: ___________________________   Title: ___________________________   Date of Purchase: [________, 20__]  

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Attachment B

INITIAL BILL OF SALE DATED [________, 20__]

The undersigned (“SLM ECFC”), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 (the “Purchase Agreement”) among SLM Funding LLC (“Funding”), and [_________], as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of [________, 20__] between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, without recourse except as provided in the Initial Purchase Agreement, all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Initial Purchase Agreement with respect to the Loans being sold hereby. SLM ECFC authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the related Initial Loans on the Closing Date.

LISTING OF LOANS ON FOLLOWING PAGE

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CERTAIN OTHER LOAN CRITERIA

■ Not in claims status, not previously rejected

■ Not in litigation

■ Last disbursement was on or before the Statistical Cutoff Date

■ Loan is not swap-pending

*Based upon SLM ECFC’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

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Guarantors: [TO BE REVISED AS REQUIRED - CUSTOMARY GUARANTORS INCLUDE, AMONG OTHERS:]

American Student Assistance

California Student Aid Commission

College Assist

Connecticut Student Loan Foundation

Educational Credit Management Corporation

Finance Authority of Maine

Florida Office of Student Financial Assistance

Georgia Student Finance Commission

Great Lakes Higher Education Guaranty Corporation

Illinois Student Assistance Commission

Iowa College Student Aid Commission

Kentucky Higher Education Assistance Authority

Louisiana Office of Student Financial Assistance

Michigan Guaranty Agency

Missouri Department of Higher Education

Montana Guaranteed Student Loan Program

Nebraska National Student Loan Program

New Hampshire Higher Education Assistance Foundation

New Jersey Higher Education Student Assistance Authority

New York State Higher Education Services Corporation

Northwest Education Loan Association

Oklahoma Guaranteed Student Loan Program

Pennsylvania Higher Education Assistance Agency

Rhode Island Higher Education Assistance Authority

Student Loan Guarantee Foundation of Arkansas

Tennessee Student Assistance Corporation

Texas Guaranteed Student Loan Corporation

United Student Aid Funds, Inc.

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

  SELLER   SLM Education Credit Finance Corporation 2001 Edmund Halley Drive Reston, Virginia 20191   Lender Code:  ____________________       By: _____________________________       (Signature of Authorized Officer)     Name:___________________________   Title: ___________________________       PURCHASER   [_________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC     By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name: ___________________________   Title: ___________________________     By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name: ___________________________   Title: ___________________________   Date of Purchase: [________, 20__]   SELLER   SLM Funding LLC 2001 Edmund Halley Drive Reston, Virginia 20191   By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name: ___________________________  

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Title: ___________________________

Date of Purchase: [________, 20__]

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Attachment C

ADDITIONAL PURCHASE AGREEMENT NUMBER [   ]

Dated as of [          ], 2013

ADDITIONAL PURCHASE AGREEMENT NUMBER [  ]

SLM ECFC hereby offers for sale to each of [_________], as Interim Eligible Lender Trustee for the benefit of SLM Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of [________, 20__] between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of SLM ECFC in the Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, Funding and the Interim Eligible Lender Trustee for the benefit of Funding accept SLM ECFC’s offer.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Additional Loans Purchase Price, SLM ECFC hereby sells to each of Fund and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated [________, 20__] (the “Master Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among SLM ECFC, Funding and the Interim Eligible Lender Trustee.  The applicable Additional Loans Purchase Price shall be $[_____].

This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement.  SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date.

SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the related Additional Bill of Sale, including the Loan Transmittal Summary Form attached to such Additional Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date.

The parties hereto intend that the transfer of Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

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

SLM EDUCATION CREDIT FINANCE CORPORATION

(Seller)

By:  _________________________

Name:  _______________________

Title:  ________________________

SLM FUNDING LLC

(Purchaser)

By:  __________________________

Name:  ________________________

Title:  _________________________

[_________],

not in its individual capacity but solely as Interim Eligible Lender Trustee

By:  __________________________

Name:  ________________________

Title:  _________________________

By:  __________________________

Name:  ________________________

Title:  _______________________

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ADDITIONAL PURCHASE AGREEMENT NUMBER [         ]

[   ] BLANKET ENDORSEMENT DATED [            ], 2013

SLM Education Credit Finance Corporation (“SLM ECFC”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Additional Bill of Sale executed by SLM ECFC in favor of [_________], as the Interim Eligible Lender Trustee for the benefit of SLM Funding LLC (“Funding”) and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Additional Purchase Agreement among SLM ECFC, Funding and the Interim Eligible Lender Trustee which covers the promissory note (the “Additional Purchase Agreement”).

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, SLM ECFC agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE RELATED ADDITIONAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, SLM ECFC ACKNOWLEDGES THAT SLM ECFC HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO SLM ECFC OF THE ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY SLM ECFC AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL BILL OF SALE.

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

  SELLER   SLM Education Credit Finance Corporation 2001 Edmund Halley Drive Reston, Virginia 20191   Lender Code:  ____________________       By:  ____________________________         (Signature of Authorized Officer)     Name:  _________________________   Title:  __________________________       PURCHASER   [_________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC     By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name:  __________________________   Title:  ___________________________   By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name:  __________________________   Title:  ___________________________   Date of Purchase:  _________________  

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Attachment D

ADDITIONAL BILL OF SALE

DATED [           ], 2013

The undersigned (“SLM ECFC”), for value received and pursuant to the terms and conditions of Additional Purchase Agreement Number [       ] (the “Purchase Agreement”) among SLM Funding LLC (“Funding”), and [_________], as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of [________, 20__] between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee for the benefit of Funding, and their assignees, without recourse except as provided in the Additional Purchase Agreement, all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Additional Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Additional Purchase Agreement related hereto with respect to the Additional Loans being sold hereby.  SLM ECFC authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the applicable Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the portfolio of Additional Loans accepted for purchase, on the Purchase Date.

LISTING OF LOANS ON FOLLOWING PAGE

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CERTAIN OTHER LOAN CRITERIA

■ Not in claims status, not previously rejected

■ Not in litigation

■ Last disbursement was on or before the related Subsequent Cutoff Date

■ Loan is not swap-pending

*Based upon SLM ECFC’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

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Guarantor(s):

[TO BE PROVIDED]

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

  SELLER   SLM Education Credit Finance Corporation 2001 Edmund Halley Drive Reston, Virginia 20191   Lender Code:  ____________________       By:  ____________________________       (Signature of Authorized Officer)     Name:  _________________________   Title:  __________________________       PURCHASER   [_________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC     By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name:  __________________________   Title:  ___________________________     By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name:  __________________________   Title:  ___________________________   Date of Purchase:__________________   PURCHASER   SLM Funding, LLC 2001 Edmund Halley Drive Reston, Virginia 20191   By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name:  __________________________  

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Title:  ___________________________

Date of Purchase:__________________

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Annex I

LOAN TRANSMITTAL SUMMARY FORM

Additional Loans Principal Balance as of the related Subsequent Cutoff Date Purchase Price

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EX-99.4

Exhibit 99.4

[FORM OF] PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of [________], 20[__] among (i) [SPE Seller] (“[SPE Seller]”), (ii) [____________], not in its individual capacity but solely as Interim Eligible Lender Trustee (the “[SPE Seller] Eligible Lender Trustee”), for the benefit of [SPE Seller] under the [SPE Seller] Interim Trust Agreement dated as of [________], 20[__] between [SPE Seller] and the [SPE Seller] Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) [____________], not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of [________], 20[__] between Funding and the Interim Eligible Lender Trustee and (v) Sallie Mae, Inc., as servicer (the “Servicer”), shall be effective upon execution by the parties hereto.  References to [SPE Seller] herein mean the [SPE Seller] Eligible Lender Trustee acting on behalf of [SPE Seller], and references to Funding herein mean the Interim Eligible Lender Trustee, acting on behalf of Funding, for all purposes involving the holding or transferring of legal title to the Eligible Loans.

WHEREAS, [SPE Seller] is the beneficial owner of certain student loans guaranteed under the Higher Education Act;

WHEREAS, [SPE Seller] may desire to sell its interest in such Loans from time to time and Funding may desire to purchase such Loans from [SPE Seller];

WHEREAS, Funding desires to purchase from [SPE Seller] the portfolio of Initial Loans;

WHEREAS, from time to time following the Closing Date until the end of the Supplemental Purchase Period, [SPE Seller] may desire to sell Additional Loans and Funding may purchase such Additional Loans in accordance with these Master Terms and the related Additional Purchase Agreements;

WHEREAS, from time to time, [SPE Seller] may substitute loans in accordance with these Master Terms;

WHEREAS, legal title to such Loans is vested in the [SPE Seller] Eligible Lender Trustee, as trustee for the benefit of [SPE Seller] as the sole beneficiary; and

WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal title to, and serve as eligible lender trustee with respect to, Purchased Loans on behalf of Funding.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

SECTION 1.    TERMS

These Master Terms establish the terms under which [SPE Seller] (and with respect to legal title, the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller]) may sell and Funding (and with respect to legal title, the Interim Eligible Lender Trustee on behalf of Funding) may purchase the Loans (and all obligations of the Borrowers thereunder) specified in

the Initial Purchase Agreement with respect to the Initial Loans or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, as the parties may execute from time to time pursuant to these Master Terms.  The Initial Purchase Agreement and each Additional Purchase Agreement, as applicable, shall be substantially in the form of Attachment A and Attachment C hereto, respectively, in each case incorporating by reference the terms of these Master Terms, and shall be a separate agreement among [SPE Seller], the [SPE Seller] Eligible Lender Trustee on behalf of [SPE Seller] and the Interim Eligible Lender Trustee on behalf of Funding with respect to the Loans covered by the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable.  If the terms of the Initial Purchase Agreement or an Additional Purchase Agreement conflict with the terms of these Master Terms, the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable, shall supersede and govern.

SECTION 2.    DEFINITIONS

Capitalized terms used but not otherwise defined herein, including in the related Purchase Agreement and Bill of Sale, shall have the definitions set forth in Appendix A to the Indenture dated as of [________], 20[__], among the Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture Trustee, as such appendix may be amended or supplemented from time to time with the consent of the parties hereto.

For purposes hereof:

(A)      “Account” means all of the Eligible Loans hereunder of one (1) Borrower that are of the same Loan type made under the identical subsection of the Higher Education Act and in the same status.

(B)      “Additional Bill of Sale” means each document, in the form of Attachment D hereto, executed by an authorized officer of [SPE Seller], the [SPE Seller] Eligible Lender Trustee on behalf of [SPE Seller], Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by [SPE Seller] and the [SPE Seller] Eligible Lender Trustee on behalf of [SPE Seller] and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by [SPE Seller] and  (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding and its assignees, all right, title and interest of [SPE Seller] and of the [SPE Seller] Eligible Lender Trustee on behalf of [SPE Seller] in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Bill of Sale and (iii) certify that the representations and warranties made by [SPE Seller] and the [SPE Seller] Eligible Lender Trustee on behalf of [SPE Seller] pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as set forth in Section 5(D) are true and correct.

(C)      “Additional Loan” means the Eligible Loans evidenced by a Note or Notes sold from time to time during the Supplemental Purchase Period pursuant to an Additional Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

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(D)      “Additional Loans Purchase Price” means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Purchase Agreement (which, with respect to any Additional Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the aggregate principal balance of such Additional Loan, plus accrued interest to be capitalized).

(E)      “Additional Purchase Agreement” means each Additional Purchase Agreement (including the related Additional Bill of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by [SPE Seller], the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by [SPE Seller], as set forth in Sections 5(A) and (B) of these Master Terms and the representations and warranties made by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the related Purchase Date.

(F)      “Bill of Sale” means the Initial Bill of Sale or an Additional Bill of Sale, as applicable.

(G)      “Borrower” means the obligor on a Loan.

(H)      “Consolidation Loan” means a Loan made pursuant to and in full compliance with Section 428C of the Higher Education Act.

(I)      ["Conveyance Agreement" means the Conveyance Agreement Master Securitization Terms Number 1000, dated [_________], as amended and reaffirmed from time to time, among the master Depositor, [_________] as eligible lender trustee for the benefit of the Master Depositor, [_________], as the depositor, [_________] as eligible lender trustee for the benefit of [SPE Seller], and Sallie Mae, Inc., as master servicer, together with each executed Purchase Agreement (as defined therein), each executed Bill of Sale (as defined therein) and all attachments thereto.]

(J)      “Cutoff Date” means the Statistical Cutoff Date, the Initial Cutoff Date and any Subsequent Cutoff Date, as applicable.

(K)      “Eligible Loan” means a Loan offered for sale or substituted by [SPE Seller] under a Purchase Agreement which as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is current or not more past due than permitted under such Purchase Agreement in payment of principal or interest and which meets the following criteria as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the effective date of the related Bill of Sale, in the case of any Additional Loan or Substituted Loan:

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(i)      is a [a Stafford Loan, a PLUS Loan or SLS Loan and is not a Consolidation Loan]/[a Consolidation Loan];

(ii)      is owned by [SPE Seller] (or the [SPE Seller] Eligible Lender Trustee) and is fully disbursed;

(iii)      is guaranteed as to principal and interest by the applicable Guarantor to the maximum extent permitted by the Higher Education Act for such Loan;

(iv)      bears interest at a stated rate of not less than the maximum rate permitted under the Higher Education Act for such Loan;

(v)      is eligible for the payment of the quarterly special allowance at the full and undiminished rate established under the formula set forth in the Higher Education Act for such Loan;

(vi)      if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a Loan for which interest either is billed quarterly to Borrower or deferred until commencement of the repayment period, in which case such accrued interest is subject to capitalization to the full extent permitted by the applicable Guarantor;

(vii)      is current or no payment of principal or interest shall be more than 210 days past due as of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date;

(viii)      the last disbursement was before the Statistical Cutoff Date, in the case of the Initial Loans, or before the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan;

(ix)      is supported by the following documentation:

1. loan application, and any supplement thereto,

2. original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,

3. evidence of guarantee,

4. any other document and/or record which Funding may be required to retain pursuant to the Higher Education Act,

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5. if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,

6. if applicable, documentation which supports periods of current or past deferment or past forbearance,

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

8. if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,

9. if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and

10. if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.

(L)      [Reserved].

(M)      “Initial Bill of Sale” means the document, in the form of Attachment B hereto, executed by an authorized officer of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] which shall (i) set forth the applicable Initial Loans offered by [SPE Seller] and accepted for purchase by Funding and by the Interim Eligible Lender Trustee for the benefit of Funding, (ii) sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all rights, title and interest of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] in the Initial Loans listed on that Bill of Sale and (iii) certify that the representations and warranties made by [SPE Seller]  and the [SPE Seller] Eligible Lender Trustee on behalf of [SPE Seller] as set forth in Sections 5 (A) and (B), by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee in Section 5(D) of these Master Terms are true and correct.

(N)      “Initial Cutoff Date” means [________], 20[__].

(O)      “Initial Loans” means the Eligible Loans evidenced by the Notes sold on the Closing Date pursuant to the Initial Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

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(P)      “Initial Payment” means the dollar amount specified as the “Initial Payment” in the applicable Purchase Agreement.

(Q)      “Initial Purchase Agreement” means the Purchase Agreement (including the related Blanket Endorsement, Initial Bill of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by [SPE Seller], the [SPE Seller] Eligible Lender Trustee on behalf of [SPE Seller], Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by [SPE Seller] as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

(R)      “Loan” means an Initial Loan, Additional Loan or Substituted Loan, as applicable, offered for sale and purchased, or substituted, pursuant to the related Purchase Agreement and related documentation together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(S)      “Loan Transmittal Summary Forms” means the forms related to each Bill of Sale provided to [SPE Seller] by Funding and completed by [SPE Seller] that list, by Borrower, (i) the Loans subject to the related Bill of Sale and (ii) the outstanding Principal Balance and accrued interest thereof as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan.

(T)      “Master Depositor” means [______________].

(U)      “Note” means the promissory note or notes of the Borrower and any amendment thereto evidencing the Borrower’s obligation with regard to a student loan guaranteed under the Higher Education Act or the electronic records evidencing the same.

(V)      [“Original Purchase Date” means with respect to any Loan, the date such Loan was purchased by [SPE Seller] from the Master Depositor pursuant to the Conveyance Agreement.]

(W)      [“PLUS Loan” means a Loan that was made pursuant to the PLUS Program established under Section 428B of the Higher Education Act (or predecessor provisions).]

(X)      “Principal Balance” means the outstanding principal amount of the Loan, plus interest expected to be capitalized (if any), less amounts which may not be insured (such as late charges).

(Y)       “Purchase Agreement” means the Initial Purchase Agreement or an Additional Purchase Agreement (including any attachments thereto), as applicable, substantially in the form of Attachment A or C hereto, of which the Master Terms form a part by reference.

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(Z)       “Purchase Date” means with respect to the Initial Loans, the Closing Date, and with respect to any Additional Loans or Substituted Loans, the date of the related Additional Bill of Sale.

(AA)      “Purchase Price” means the Initial Payment or the Additional Loans Purchase Price, as applicable.

(BB)       “Purchased Loans” means, with respect to each Purchase Agreement, the Loans offered for sale and purchased or substituted pursuant to such Purchase Agreement.

(CC)      “Sale Agreement” means the Sale Agreement Master Securitization Terms Number 1000, dated as of [________], 20[__], among SLM Funding LLC, as Seller, SLM Student Loan Trust 20[__]-[__], as Purchaser, and [____________], as Interim Eligible Lender Trustee and as Eligible Lender Trustee.

(DD)      “Secretary” means the United States Secretary of Education or any successor.

(EE)      [“SLS Loan” means a Loan which was made pursuant to the Supplemental Loans for Students Program established under Section 428A of the Higher Education Act (or predecessor provisions), including Loans referred to as ALAS Loans or Student PLUS Loans.]

(FF)      [“Stafford Loan” means a Subsidized Stafford Loan or an Unsubsidized Stafford Loan.]

(GG)      “Statistical Cutoff Date” means [________], 20[__].

(HH)      “Subsequent Cutoff Date” means the date specified in the related Additional Purchase Agreement agreed to by [SPE Seller] and Funding for the purposes of determining the Principal Balance and accrued interest to be capitalized, as applicable, for purposes of completing each related Loan Transmittal Summary Form.

(II)      "Subsidized [Stafford]/[Consolidation] Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A(d) of the Higher Education Act.

(JJ)      “Substituted Loans” means the Eligible Loans evidenced by a Note or Notes substituted by [SPE Seller] pursuant to the terms of Section 6(B) hereof from time to time as evidenced by an Additional Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.  For all purposes hereunder, except with respect to Purchase Price or as otherwise set forth herein, Substituted Loans shall be treated as Additional Loans.

(KK)      “Trust” means SLM Student Loan Trust 20[__]-[__].

(LL)      “Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date, plus any Additional Loan, plus any Substituted Loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to

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Section 6(B) of the Sale Agreement or pursuant to Section 6(B) of an Additional Sale Agreement, or by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall not include any Purchased 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.

(MM)      “Unsubsidized [Stafford]/[Consolidation] Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

SECTION 3.    SALE/PURCHASE

SECTION 3.1  SALE/PURCHASE OF INITIAL LOANS

(A)      Consummation of Sale and Purchase

The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] of the Initial Bill of Sale and (ii) the payment by Funding to [SPE Seller] of the Initial Payment.  Upon consummation, such sale and purchase shall be effective as of the date of the Initial Bill of Sale.  [SPE Seller] and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan.

(B)      Settlement of the Initial Payment

On the date of the Initial Bill of Sale, Funding shall pay to [SPE Seller] the Initial Payment by wire transfer of immediately available funds to the account specified by [SPE Seller].

(C)      Interest Subsidy and Special Allowance Payments and Rebate Fees

[SPE Seller] shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

(D)       Grant of Contract Right

In connection with the sale of the Initial Loans, [SPE Seller] hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement with respect to the Initial Loans, including all rights of [SPE Seller] to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the Initial Loans.

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SECTION 3.2   SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS

(A)      Requirements Relating to Additional Loans

From time to time during the Supplemental Purchase Period, [SPE Seller] may, but shall not be obligated to, sell or cause the sale of Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from [SPE Seller] and the [SPE Seller] Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement.  In addition, at any time, [SPE Seller] may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder.  The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.

(B)      Consummation of Sale and Purchase

During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Purchase Agreement shall be consummated upon (i) Funding's receipt from [SPE Seller] and the [SPE Seller] Eligible Lender Trustee of a fully executed copy of the related Additional Purchase Agreement; and (ii) the payment by Funding to [SPE Seller] of the related Purchase Price.  Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Bill of Sale.  [SPE Seller] and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Purchase Agreement with respect to each Additional Loan.

(C)      Settlement of the Purchase Price

On the date of the related Additional Bill of Sale for an Additional Loan, Funding shall pay [SPE Seller] the related Purchase Price by wire transfer of immediately available funds to the account specified by [SPE Seller] (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from Funding to [SPE Seller] of ownership of the Loans being substituted).

(D)      Interest Subsidy and Special Allowance Payments and Rebate Fees

[SPE Seller] shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Bill of Sale accruing up to but not including the related Subsequent Cutoff Date.  The

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Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans [which are Consolidation Loans subject to the related Bill of Sale] accruing from the date of the related Subsequent Cutoff Date.

(E)      Grant of Contract Right

In connection with each sale of Additional Loans, [SPE Seller] hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement with respect to the Additional Loans, including all rights of [SPE Seller] to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the applicable Additional Loans.

SECTION 3.3   GENERAL

(A)      [Reserved.]

(B)      Intent of the Parties

With respect to each sale or substitution of Loans pursuant to these Master Terms and the related Purchase Agreements, it is the intention of [SPE Seller], the [SPE Seller] Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, and [SPE Seller] hereby warrants that, except for U.S. federal, state and local income and franchise tax purposes, the transfer and assignment constitute a valid sale of such Loans from [SPE Seller] to Funding and the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding or a valid substitution, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of [SPE Seller]’s estate in the event of the bankruptcy of [SPE Seller] or the appointment of a receiver with respect to [SPE Seller].

SECTION 4.    CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION

Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and [SPE Seller], by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):

(A)      Activities Prior to the Related Purchase Date

[SPE Seller] shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.

(B)      Continued Servicing

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Following the execution of each Purchase Agreement, [SPE Seller] shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Bill of Sale.

(C)      Bill of Sale/Loan Transmittal Summary Form

[SPE Seller] shall deliver to Funding:

(i)      a Bill of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], covering the applicable Loans offered by [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], including the insurance interest of the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], in each of the related Loans, and (c) states that the representations and warranties made by [SPE Seller] in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Bill of Sale; and

(ii)      the Loan Transmittal Summary Form, attached to the related Bill of Sale, identifying each of the Eligible Loans which is the subject of the related Bill of Sale and setting forth the unpaid Principal Balance of each such related Loan.

(D)      Endorsement

[SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] shall provide a blanket endorsement transferring the entire interest of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans.

At the direction of and in such form as Funding may designate, [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] also agree to individually endorse any Eligible Loan as Funding may request from time to time.

(E)      Officer’s Certificate

[SPE Seller] shall furnish to Funding, with each Bill of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Bill of Sale.

(F)      Loan Transfer Statement

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Upon Funding’s request, [SPE Seller] shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] and dated the date of the related Bill of Sale.  [SPE Seller] agrees that Funding and the Interim Eligible Lender Trustee may use the related Bill of Sale, including the Loan Transmittal Summary Form attached to that Bill of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the [SPE Seller] Eligible Lender Trustee on behalf of [SPE Seller] to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Bill of Sale.

(G)      Power of Attorney

[SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from [SPE Seller] or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

(H)      Contemporaneous Sale

Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

SECTION 5.    REPRESENTATIONS AND WARRANTIES OF [SPE SELLER] AND THE INTERIM ELIGIBLE LENDER TRUSTEE

(A)      General

[SPE Seller] represents and warrants to Funding that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the date of the related Purchase Agreement and Bill of Sale:

(i)      The [SPE Seller] Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;

(ii)      The [SPE Seller] Eligible Lender Trustee and [SPE Seller] are each duly organized and existing under the laws of its respective governing jurisdiction;

(iii)      The [SPE Seller] Eligible Lender Trustee and [SPE Seller] have all requisite power and authority to enter into and to perform the terms of these Master Terms, the Initial Purchase Agreement and any Additional Purchase Agreement, the Initial Bill of Sale and any Additional Bill of Sale;

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(iv)      The [SPE Seller] Eligible Lender Trustee and [SPE Seller] will not, with respect to any Loan purchased or substituted under Purchase Agreements executed pursuant to these Master Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Funding;

(v)      It is the intention of [SPE Seller], the [SPE Seller] Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, and [SPE Seller] hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the [SPE Seller] Eligible Lender Trustee, for the benefit of [SPE Seller] to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of [SPE Seller]’s estate in the event of the bankruptcy of [SPE Seller] or the appointment of a receiver with respect to [SPE Seller]; and

(vi)      [SPE Seller] does not have the right to cause the Master Depositor or the Servicer, as applicable, to modify, discontinue or terminate any borrower benefit incentive program at any time for any reason.

(B)      Particular—[SPE Seller]

[SPE Seller] represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable:

(i)      The [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans;

(ii)      These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of Funding and the Interim Eligible Lender Trustee on behalf of Funding, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from [SPE Seller];

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(iii)      The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;

(iv)      As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct;

(v)      [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by [SPE Seller] and/or the [SPE Seller] Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which [SPE Seller] and the [SPE Seller] Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which [SPE Seller] or the [SPE Seller] Eligible Lender Trustee is a party or by which [SPE Seller] or the [SPE Seller] Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;

(vi)      The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);

(vii)      No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(viii)      Any payments on the Purchased Loans received by the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct;

(ix)      Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(x)      With respect to the first sale of Loans from the [SPE Seller] Eligible Lender Trustee on behalf of [SPE Seller] to the Interim Eligible Lender Trustee for the benefit of Funding, [SPE Seller] has caused or will have caused, within ten

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days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and

(xi)      Other than the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding pursuant to this Agreement, [SPE Seller] and the [SPE Seller] Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans.  [SPE Seller] and the [SPE Seller] Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against [SPE Seller] or the [SPE Seller] Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding hereunder or any other security interest that has been terminated.  [SPE Seller] and the [SPE Seller] Eligible Lender Trustee are not aware of any judgment or tax lien filings against [SPE Seller] or the [SPE Seller] Eligible Lender Trustee; and

(xii)      [No Loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable.]

(C)      Particular – Servicer

The Servicer, in consideration for continuing to receive the applicable servicing fee, represents and warrants to Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Terms, that during the period commencing on the day immediately following the Original Purchase Date to and including the related Purchase Date, unless otherwise noted:

(i)      The [SPE Seller] Eligible Lender Trustee has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans;

(ii)      The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;

(iii)      As of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date, are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct;

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(iv)      The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);

(v)      No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(vi)      As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Bill of Sale;

(vii)      Any payments on the Purchased Loans received by the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form is true and correct;

(viii)      Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;

(ix)      All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;

(x)      Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(xi)      No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, or as of the related Subsequent Cutoff Date, with respect to any Additional Loans or Substituted Loans, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither [SPE Seller] nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;

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(xii)      Except for Purchased Loans executed electronically, thereis only one original executed copy of the Note evidencing each Purchased Loan.  For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain the electronic records evidencing the notes, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws.  The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Purchased Loans.  The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Eligible Lender Trustee.  All financing statements filed or to be filed against [SPE Seller] or the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] in favor of the Interim Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Interim Eligible Lender Trustee;”

(xiii)      No Borrower of a Purchased Loan as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding; and

(xiv)      Other than with respect to Substituted Loans, all Additional Loans will be purchased using funds on deposit in the Supplemental Purchase Account.

(D)      The Interim Eligible Lender Trustee represents and warrants that as of the date of each Purchase Agreement and each Bill of Sale:

(i)      The Interim Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of [________].  It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Bill of Sale;

(ii)      The Interim Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by two of its officers who are duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf;

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(iii)      Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or [________] state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws; and

(iv)      The Interim Eligible Lender Trustee is an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to the Trust Student Loans as contemplated by these Master Terms, each Purchase Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

SECTION 6.    REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT

(A)      Each party to these Master Terms shall give notice to the other parties promptly, in writing, upon the discovery of any breach of [SPE Seller]’s representations and warranties made pursuant to Sections 5(A) and (B) hereof or the Servicer’s representations and warranties made pursuant to Section 5(C) hereof which has a materially adverse effect on the interest of Funding in any Trust Student Loan.  In the event of such a material breach which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, [SPE Seller] shall repurchase any affected Trust Student Loan not later than 120 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan.  In the event of such a material breach which is curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, [SPE Seller] shall purchase such Trust Student Loan from Funding (or, in at the direction of Funding, from the Trust) not later than the sixtieth day following the end of such 360-day period.  [SPE Seller] shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6(A) an amount equal to all non-guaranteed interest amounts and net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan (to the extent not included in the calculation of the Purchase Amount).  In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6(A), [SPE Seller] shall remit the Purchase Amount along with those amounts set forth in the immediately preceding sentence in the manner specified in Section 2.6 of the Administration Agreement.  For the avoidance of doubt, any lien created pursuant to the Indenture with respect to any such purchased Trust Student Loan shall be released upon receipt of the related Purchase Amount along with the payment of such other amounts referred to in the immediately preceding sentence.

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In addition, if any breach of Sections 5(A) and (B) hereof by [SPE Seller] or Section 5(C) hereof by the Servicer does not trigger such repurchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of Funding to repay such interest to a Guarantor), or the loss (including any obligation of Funding to repay the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then [SPE Seller] shall reimburse Funding by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments or Special Allowance Payments in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 60 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where [SPE Seller] reasonably believes such losses are likely to be collected, not later than the last day of the next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments.  At the time such payment is made, [SPE Seller] shall not be required to reimburse Funding for interest that is then capitalized, however, such amounts shall be reimbursed if the Borrower subsequently defaults and such capitalized interest is not paid by the Guarantor.

Anything in this Section 6(A) to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor as a result of a breach by [SPE Seller] or the Servicer or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act, in each case, as a result of a breach by [SPE Seller] or the Servicer, exceeds 1% of the Pool Balance, [SPE Seller] (or the Servicer as provided in the Servicing Agreement) shall purchase, within 30 days of a written request of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance.  The Trust Student Loans to be purchased by [SPE Seller] and the Servicer pursuant to the preceding sentence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6(A)) with Trust Student Loans with the earliest such date to be repurchased first.

(B)      In lieu of repurchasing Trust Student Loans pursuant to Section 6(A), [SPE Seller] may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

1. status (i.e., in-school, grace, deferment, forbearance or repayment),

2. program type (i.e., Unsubsidized [Stafford]/[Consolidation] Loan or Subsidized [Stafford Loan (pre 1993 vs. Post 1993), PLUS Loan or SLS Loan]/[Consolidation Loan]),

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3. guarantee percentage,

4. school type,

5. total return,

6. principal balance, and

7. remaining term to maturity.

In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder.  In choosing Eligible Loans to be substituted pursuant to this Section 6(B), [SPE Seller] shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders.  In connection with each substitution a Purchase Agreement and related Bill of Sale regarding such Substituted Loans will be executed and delivered by the applicable parties.

In the event that [SPE Seller] elects to substitute Eligible Loans pursuant to this Section 6(B), [SPE Seller] will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. [SPE Seller] shall also remit to Funding (or, at the direction of Funding, to the Trust) an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans that are being removed, in the manner provided in Section 2.6 of the Administration Agreement.

(C)      The sole remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect to a breach by [SPE Seller] pursuant to Sections 5(A) and (B) or the Servicer pursuant to Section 5(C) hereof shall be to require [SPE Seller] to purchase such Trust Student Loans, to reimburse Funding as provided in Section 6(A) above or to substitute Eligible Loans pursuant to Section 6(B) above.  The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 6.

SECTION 7.    OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS

(A)      Any payment received by [SPE Seller] with respect to amounts accrued after the date of the related Bill of Sale for any Purchased Loan sold to Funding, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by [SPE Seller] in trust for the account of Funding and [SPE Seller] hereby disclaims any title to or interest in any such amounts.  Within two (2) Business Days following the date of receipt, [SPE Seller] shall remit to Funding an amount equal to any such payments along with a listing on a form provided by Funding identifying the Purchased Loans with respect to which such payments were made, the amount of each such payment and the date each such payment was received.

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(B)      Any written communication received at any time by [SPE Seller] with respect to any Loan subject to these Master Terms or the related Purchase Agreement shall be transmitted by [SPE Seller] to the Servicer within two (2) Business Days of receipt.  Such communications shall include, but not be limited to, letters, notices of death or disability, notices of bankruptcy, forms requesting deferment of repayment or loan cancellation, and like documents.

SECTION 8.    CONTINUING OBLIGATION OF THE SELLER

[SPE Seller] shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period [SPE Seller] or the [SPE Seller] Eligible Lender Trustee owned the related Purchased Loan, or (b) a payment made or alleged to have been made to [SPE Seller]. Further, [SPE Seller] and the [SPE Seller] Eligible Lender Trustee shall agree that either [SPE Seller] or the [SPE Seller] Eligible Lender Trustee shall reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

SECTION 9.    LIABILITY OF THE SELLER; INDEMNITIES

The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer on behalf of [SPE Seller] under these Master Terms and each related Purchase Agreement.

(i)      The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same.

(ii)      The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, [SPE Seller]’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.

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(iii)      The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability:  (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement.  In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of [SPE Seller] and the Servicer, which approval shall not be unreasonably withheld.

Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

SECTION 10.    MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER

Any Person (a) into which [SPE Seller] may be merged or consolidated, (b) which may result from any merger or consolidation to which [SPE Seller] shall be a party or (c) which may succeed to the properties and assets of [SPE Seller] substantially as a whole, shall be the successor to [SPE Seller] without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that [SPE Seller] hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Person, if other than [SPE Seller], executes an agreement of assumption to perform every obligation of [SPE Seller] and the Servicer under these Master Terms, each Purchase Agreement and each Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than [SPE Seller], shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such

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consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if [SPE Seller] is not the surviving entity, [SPE Seller] shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

SECTION 11.    LIMITATION ON LIABILITY OF [SPE Seller] AND OTHERS

[SPE Seller] and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way [SPE Seller]’s obligations under Section 6).  [SPE Seller]’s shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability.  Except as provided herein, the repurchase (or substitution) and reimbursement obligations of [SPE Seller] will constitute the sole remedy available to Funding for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Bill of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Bill of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Bill of Sale is lesser than or greater than the aggregate Principal Balance stated on the related Bill of Sale, [SPE Seller], (i) if lesser, [SPE Seller] shall remit such amount to Funding, and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and (ii) if greater, Funding shall remit such amount to [SPE Seller].  Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

SECTION 12.    LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER

Notwithstanding anything contained herein to the contrary, these Master Terms and the Initial Purchase Agreement have been, and any Additional Purchase Agreement will be, signed by [____________], not in its individual capacity but solely in its capacity as the [SPE Seller] Eligible Lender Trustee for [SPE Seller] and the Interim Eligible Lender Trustee for Funding and in no event shall [____________], in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the [SPE Seller] Eligible Lender Trustee,  the Interim Eligible Lender Trustee, [SPE Seller] or Funding, under these Master Terms or any Purchase Agreements or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of [SPE Seller] or Funding.

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SECTION 13.    EXPENSES

Except as otherwise provided herein, each party to these Master Terms or any Purchase Agreement (other than the [SPE Seller] Eligible Lender Trustee and the Interim Eligible Lender Trustee) shall pay its own expense incurred in connection with the preparation, execution and delivery of these Master Terms and any Purchase Agreement and the transactions contemplated herein or therein.

SECTION 14.    SURVIVAL OF COVENANTS/SUPERSESSION

All covenants, agreements, representations and warranties made herein and in or pursuant to the Purchase Agreement and each Additional Purchase Agreement executed pursuant to these Master Terms shall survive the consummation of the acquisition of the Purchased Loans provided for in the related Purchase Agreement.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by or on behalf of [SPE Seller] shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by the Servicer shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan.  Each Purchase Agreement supersedes all previous agreements and understandings between Funding and [SPE Seller] with respect to the subject matter thereof.  These Master Terms and any Purchase Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.  The waiver by Funding of any covenant, agreement, representation or warranty required to be made or furnished by [SPE Seller] or the Servicer or the waiver by Funding of any provision herein contained or contained in any Purchase Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Purchase Agreement, be construed to lessen the right of Funding to insist upon the performance by [SPE Seller] in strict accordance with said terms.

SECTION 15.    COMMUNICATION AND NOTICE REQUIREMENTS

All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to [SPE Seller] or Funding, as the case may be, addressed as set forth in the Purchase Agreement or at such other address as either party may hereafter designate by notice to the other party.  Notice given in any such communication, mailed to [SPE Seller] or Funding by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

SECTION 16.    FORM OF INSTRUMENTS

All instruments and documents delivered in connection with these Master Terms and any Purchase Agreement, and all proceedings to be taken in connection with these Master Terms and

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any Purchase Agreement and the transactions contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and Funding shall have received copies of such documents as it or its counsel shall reasonably request in connection therewith.  Any instrument or document which is substantially in the same form as an attachment hereto or a recital herein will be deemed to be satisfactory as to form.

SECTION 17.    AMENDMENT

These Master Terms, any Purchase Agreement, any Bill of Sale and any document or instrument delivered in accordance herewith or therewith may be amended by the parties thereto without the consent of the related Noteholders (i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder, or (ii) to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus.

These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by [SPE Seller], the [SPE Seller] Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the time of, collections of payments with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of Noteholders pursuant to this Section 17 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to these Master Terms, the Interim Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that execution of such amendment is authorized or permitted by these Master Terms and the Opinion of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement.  The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee’s own rights, duties or immunities under these Master Terms or otherwise.

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SECTION 18.    NONPETITION COVENANTS

Notwithstanding any prior termination of these Master Terms, [SPE Seller], the Servicer, the [SPE Seller] Eligible Lender Trustee and the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise invoke or cause Funding to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against Funding under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator or other similar official of Funding or any substantial part of its property, or ordering the winding up or liquidation of the affairs of Funding; provided, however, nothing herein shall be deemed to prohibit the [SPE Seller] Eligible Lender Trustee or the Interim Eligible Lender Trustee from filing a claim in, or otherwise participating in, any such action or proceeding.

SECTION 19.    GOVERNING LAW

These Master Terms and any Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties, hereunder shall be determined in accordance with such laws.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

[SPE Seller]                                                                                                        SLM FUNDING LLC  

(Seller)                                                                                                                  (Purchaser)

By:  ____________________________                                                     By:  ____________________________

Name:                                                                                                            Name:

Title:                                                                                                             Title:

[_______________],                                                                                       [_______________],

not in its individual capacity but                                                                     not in its individual capacity but

solely as [SPE Seller] Eligible Lender                                                              solely as Interim Eligible Lender Trustee

Trustee

By:  ____________________________                                                     By:  ____________________________

Name:                                                                                                            Name:

Title:                                                                                                             Title:

By:  ____________________________                                                     By:  ____________________________

Name:                                                                                                            Name:

Title:                                                                                                             Title:

SALLIE MAE, INC.

(Servicer)

By:  ____________________________

Name:

Title:

Attachment A

INITIAL PURCHASE AGREEMENT

Dated as of [________], 20[__]

PURCHASE AGREEMENT NUMBER 1

           Pursuant to the Master Terms (as defined below), each of [____________], not in its individual capacity but solely as Eligible Lender Trustee (the “[SPE Seller] Eligible Lender Trustee”) for the benefit of [SPE Seller] (“[SPE Seller]”) under the [SPE Seller] Interim Trust Agreement, dated as of [________], 20[__], between [SPE Seller] and the [SPE Seller] Eligible Lender Trustee, and [SPE Seller] hereby offer for sale to [____________], as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC (“Funding”) under the Interim Trust Agreement dated as of [________], 20[__] between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of [SPE Seller] in the Loans described in the related Bill of Sale and related Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, Funding and the Interim Eligible Lender Trustee for the benefit of Funding accept [SPE Seller]’s offer.  In order to qualify as Eligible Loans, no payment of principal or interest shall be more than two hundred and ten (210) days past due as of the Statistical Cutoff Date.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, each of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among [SPE Seller], the [SPE Seller] Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee.  The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date.

This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement.  [SPE Seller] hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bill of Sale and the related Loan Transmittal Summary Form, as of the Closing Date.

 Each of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date.

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The parties hereto intend that the transfer of Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

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IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement Number 1 to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

[SPE SELLER]

(Seller)

By: _____________________________                                                               

Name:

Title:

SLM FUNDING LLC

(Purchaser)

By:  _____________________________                                                              

Name:

Title:

[____________],

not in its individual capacity but solely as Interim Eligible Lender Trustee

By:  _____________________________                                                              

Name:

Title:

By:  _____________________________                                                              

Name:

Title:

[____________],

not in its individual capacity but solely as [SPE Seller] Eligible Lender Trustee

By: _____________________________                                                               

Name:

Title:

By:  _____________________________                                                              

Name:

Title:

3 

INITIAL PURCHASE AGREEMENT NUMBER 1

BLANKET ENDORSEMENT DATED [________], 20[__]

[____________], as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] (“[SPE Seller]”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Initial Bill of Sale dated the date hereof executed by [SPE Seller] in favor of [____________], as the Interim Eligible Lender Trustee for the benefit of SLM Funding LLC (“Funding”) and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Initial Purchase Agreement among [SPE Seller], the [SPE Seller] Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee which covers the promissory note.

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, [SPE SELLER] ACKNOWLEDGES THAT [SPE SELLER] HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO [SPE SELLER] OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY [SPE SELLER] AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED BILL OF SALE.

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

  SELLER   [____________], not in its individual capacity but solely as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller]   Lender Code:________   By: _____________________________                                                               (Signature of  Authorized Signatory          for Seller)     Name: Title:   By:  _____________________________                                                             (Signature of  Authorized Signatory          for Seller)     Name: Title:         PURCHASER   [____________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC         By:     _____________________________                                                  (Signature of Authorized Signatory for Purchaser)   Name: Title:   By:    _____________________________                                                           (Signature of  Authorized Signatory          for Purchaser)     Name: Title:   Date of Purchase: [________], 20[__]  

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Attachment B

INITIAL BILL OF SALE DATED [________], 20[__]

The undersigned (“[SPE Seller]”) and [____________], as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] under the [SPE Seller] Interim Eligible Lender Trust Agreement, dated as of [________], 20[__] (the “[SPE Seller] Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 (the “Purchase Agreement”) among SLM Funding LLC (“Funding”), the [SPE Seller] Eligible Lender Trustee and [____________], as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of [________], 20[__] between Funding and the Interim Eligible Lender Trustee, do hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and their assignees, without recourse except as provided in the Initial Purchase Agreement, all right, title and interest of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee, including the insurance interest of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

[SPE Seller] hereby makes the representations and warranties set forth in Section 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Initial Purchase Agreement with respect to the Loans being sold hereby.  Each of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the related Initial Loans on the Closing Date.

LISTING OF LOANS ON FOLLOWING PAGE

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CERTAIN OTHER LOAN CRITERIA

■ Not in claims status, not previously rejected

■ Not in litigation

■ Last disbursement was on or before the Statistical Cutoff Date

■ Loan is not swap-pending

*Based upon [SPE Seller]’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

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Guarantors: [TO BE REVISED AS REQUIRED - CUSTOMARY GUARANTORS INCLUDE, AMONG OTHERS:]

American Student Assistance

California Student Aid Commission

College Assist

Connecticut Student Loan Foundation

Educational Credit Management Corporation

Finance Authority of Maine

Florida Office of Student Financial Assistance

Georgia Student Finance Commission

Great Lakes Higher Education Guaranty Corporation

Illinois Student Assistance Commission

Iowa College Student Aid Commission

Kentucky Higher Education Assistance Authority

Louisiana Office of Student Financial Assistance

Michigan Guaranty Agency

Missouri Department of Higher Education

Montana Guaranteed Student Loan Program

Nebraska National Student Loan Program

New Hampshire Higher Education Assistance Foundation

New Jersey Higher Education Student Assistance Authority

New York State Higher Education Services Corporation

Northwest Education Loan Association

Oklahoma Guaranteed Student Loan Program

Pennsylvania Higher Education Assistance Agency

Rhode Island Higher Education Assistance Authority

Student Loan Guarantee Foundation of Arkansas

Tennessee Student Assistance Corporation

Texas Guaranteed Student Loan Corporation

United Student Aid Funds, Inc.

3 

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

  SELLER   [____________], not in its individual capacity but solely as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller]   Lender Code:________     By: _____________________________                                                            (Signature of Authorized Signatory        for Seller)   Name: Title:     By: _____________________________                                                            (Signature of Authorized Signatory        for Seller)   Name: Title:     By: _____________________________                                                             (Signature of Authorized Signatory        for Seller)   Name: Title:         PURCHASER   [____________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC     By:     _____________________________                                                  (Signature of Authorized Signatory for Purchaser)   Name: Title:     By:     _____________________________                                                  (Signature of Authorized Signatory for Purchaser)   Name: Title:   Date of Purchase: [________], 20[__]   PURCHASER   SLM Funding LLC 2001 Edmund Halley Drive Reston, Virginia 20191   By: ________________________ (Signature of Authorized Officer) Name: Title:   Date of Purchase: [________], 20[__]  

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Attachment C

ADDITIONAL PURCHASE AGREEMENT NUMBER [   ]

Dated as of [  ], 20[__]

ADDITIONAL PURCHASE AGREEMENT NUMBER [  ]

Each of [____________], as [SPE Seller] Eligible Lender Trustee (the “[SPE Seller] Eligible Lender Trustee”) for the benefit of [SPE Seller] (“[SPE Seller]”), under the [SPE Seller] Interim Trust Agreement, dated as of [________], 20[__], between [SPE Seller] and the [SPE Seller] Eligible Lender Trustee, and [SPE Seller] hereby offer for sale to [____________], as Interim Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the benefit of Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of [________], 20[__] between the Funding and the Interim Eligible Lender Trustee, the entire right, title and interest of [SPE Seller] in the Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts [SPE Seller]’s offer.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Additional Loans Purchase Price, each of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated [________], 20[__] (the “Master Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among [SPE Seller], the [SPE Seller] Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee.  The applicable Additional Loans Purchase Price shall be $[_____].

This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement.  [SPE Seller] hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date.

Each of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the related Additional Bill of Sale, including the Loan Transmittal Summary Form attached to such Additional Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date.

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The parties hereto intend that the transfer of Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] to Funding and the Interim Eligible Lender Trustee for the benefit of Funding.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] [SPE Seller] hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

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

[SPE SELLER]

(Seller)

By:  _________________________

Name:  _______________________

Title:  ________________________

SLM FUNDING LLC

(Purchaser)

By:  __________________________

Name:  ________________________

Title:  _________________________

[____________],

not in its individual capacity but solely as [SPE Seller] Eligible Lender Trustee

By:  __________________________

Name:  ________________________

Title:  _________________________

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[____________],

not in its individual capacity but solely as Interim Eligible Lender Trustee

By:  __________________________

Name:  ________________________

Title:  _________________________

7 

ADDITIONAL PURCHASE AGREEMENT NUMBER [         ]

[   ] BLANKET ENDORSEMENT DATED [  ], 20[__]

[____________], as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] (“[SPE Seller]”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Additional Bill of Sale executed by [SPE Seller] in favor of [____________], as the Interim Eligible Lender Trustee for the benefit of SLM Funding LLC (“Funding”) and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Additional Purchase Agreement among [SPE Seller], the [SPE Seller] Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee which covers the promissory note (the “Additional Purchase Agreement”).

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE RELATED ADDITIONAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, [SPE SELLER] ACKNOWLEDGES THAT [SPE SELLER] HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO [SPE SELLER] OF THE ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY [SPE SELLER] AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL BILL OF SALE.

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

  SELLER   [____________], not in its individual capacity but solely as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller]   Lender Code:________       By:  ____________________________ (Signature of Authorized Signatory for Seller)   Name:  _________________________   Title:  __________________________     By:  ____________________________ (Signature of Authorized Signatory for Seller)   Name:  _________________________   Title:  __________________________       PURCHASER   [____________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC           By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name:  __________________________   Title:  ___________________________   Date of Purchase:  _________________  

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Attachment D

ADDITIONAL BILL OF SALE

DATED [  ], 20[__]

The undersigned (“[SPE Seller]”) and [____________], as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] under the [SPE Seller] Interim Eligible Lender Trust Agreement, dated as of [________], 20[__] (the “[SPE Seller] Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Additional Purchase Agreement Number [       ] (the “Purchase Agreement”) among SLM Funding LLC (“Funding”), and [____________], as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of [________], 20[__] between Funding and the Interim Eligible Lender Trustee, do hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and their assignees, without recourse except as provided in the Additional Purchase Agreement, all right, title and interest of [SPE Seller], and the [SPE Seller] Eligible Lender Trustee, including the insurance interest of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Additional Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

[SPE Seller] hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Additional Purchase Agreement related hereto with respect to the Additional Loans being sold hereby.  Each of [SPE Seller] and the [SPE Seller] Eligible Lender Trustee, authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the applicable Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the portfolio of Additional Loans accepted for purchase, on the Purchase Date.

LISTING OF LOANS ON FOLLOWING PAGE

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CERTAIN OTHER LOAN CRITERIA

■ Not in claims status, not previously rejected

■ Not in litigation

■ Last disbursement was on or before the related Subsequent Cutoff Date

■ Loan is not swap-pending

*Based upon [SPE Seller]’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

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Guarantor(s):

[TO BE PROVIDED]

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

  SELLER   [____________], not in its individual capacity but solely as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller]   Lender Code:________     By:  ____________________________ (Signature of Authorized Officer)   Name:  _________________________   Title:  __________________________     By:  ____________________________ (Signature of Authorized Officer)   Name:  _________________________ Title:  __________________________     By:  ____________________________ (Signature of Authorized Officer)   Name:  _________________________ Title:  __________________________       PURCHASER   [____________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC     By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name:  __________________________   Title:  ___________________________     By:  _____________________________ (Signature of Authorized Signatory for Purchaser)   Name:  __________________________ Title:  ___________________________     Date of Purchase:  _________________   PURCHASER   SLM Funding LLC 2001 Edmund Halley Drive Reston, Virginia 20191   By: ________________________ (Signature of Authorized Officer) Name: Title:   Date of Purchase: [________], 20[__]  

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Annex I

LOAN TRANSMITTAL SUMMARY FORM

Additional Loans Principal Balance as of the related Subsequent Cutoff Date Purchase Price

5 

EX-99.5

Exhibit 99.5

[FORM OF] SLM STUDENT LOAN TRUST 20[__]-[__]

ADMINISTRATION AGREEMENT

DATED AS OF [____, 20__]

Among

SLM FUNDING LLC

SLM STUDENT LOAN TRUST 20[__]-[__]

[____________________],

as Eligible Lender Trustee

SALLIE MAE, INC.

as Administrator and as Servicer

and

[____________________],

as Indenture Trustee

TABLE OF CONTENTS

		Page
ARTICLE I		2
Section 1.1	Definitions and Usage	2
ARTICLE II		2
Section 2.1	Duties with Respect to the Indenture	2
Section 2.2	Duties with Respect to the Issuer	5
Section 2.3	Establishment of Trust Accounts	7
Section 2.4	Collections; Collection Account	11
Section 2.5	Application of Collections	11
Section 2.6	Additional Deposits	11
Section 2.7	Distributions	12
Section 2.8	Priority of Distributions	13
Section 2.9	Reserve Account	16
Section 2.10	Investment Earnings; Other Trust Accounts	17
Section 2.11	Statements to Excess Distribution Certificateholder and Noteholders	19
Section 2.12	Non-Ministerial Matters	21
Section 2.13	Exceptions	22
Section 2.14	Compensation	22
Section 2.15	Servicer and Administrator Expenses	22
ARTICLE III		22
Section 3.1	Administrator’s Certificate; Servicer’s Report	22
Section 3.2	Annual Statement as to Compliance; Notice of Default; Financial Statements	23
Section 3.3	Annual Independent Certified Public Accountants’ Report	24
ARTICLE IV		24
Section 4.1	Representations of Administrator	24
Section 4.2	Liability of Administrator; Indemnities	25
Section 4.3	Merger or Consolidation of, or Assumption of the Obligations of, Administrator	27
Section 4.4	Limitation on Liability of Administrator and Others	28

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Section 4.5	Administrator May Own Excess Distribution Certificate or Notes	29
Section 4.6	Sallie Mae, Inc. Not to Resign as Administrator	29
Section 4.7	Privacy and Security Provisions	29
ARTICLE V		30
Section 5.1	Administrator Default	30
Section 5.2	Appointment of Successor	31
Section 5.3	Notification to Noteholders and Certificateholder	32
Section 5.4	Waiver of Past Defaults	32
ARTICLE VI		32
Section 6.1	Termination	32
ARTICLE VII		33
Section 7.1	Protection of Interests in Trust	33
ARTICLE VIII		35
Section 8.1	Independence of the Administrator	35
Section 8.2	No Joint Venture	35
Section 8.3	Other Activities of Administrator	35
Section 8.4	Powers of Attorney	36
Section 8.5	Amendment	36
Section 8.6	Assignment	37
Section 8.7	Limitations on Rights of Others	37
Section 8.8	Assignment to Indenture Trustee	37
Section 8.9	Nonpetition Covenants	37
Section 8.10	Limitation of Liability of Eligible Lender Trustee and Indenture Trustee	38
Section 8.11	Governing Law	39
Section 8.12	Headings	39
Section 8.13	Counterparts	39
Section 8.14	Severability	39
Section 8.15	Excess Distribution Certificate	39
Section 8.16	Notices	39

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Section 8.17	Waiver of Jury Trial	39
Section 8.18	Force Majeure	39
ARTICLE IX		39
Section 9.1	Intent of the Parties; Reasonableness	39
Section 9.2	Reporting Requirements	40
Section 9.3	Administrator Compliance Statement	40
Section 9.4	Report on Assessment of Compliance and Attestation	41

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ADMINISTRATION AGREEMENT

SLM Student Loan Trust 20[__]-[__] Administration Agreement, dated as of [____, 20__] (this “Agreement”), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 20[__]-[__] (the “Issuer”), [____________________], not in its individual capacity but solely in its capacity as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”), [____________________], not in its individual capacity but solely in its capacity as indenture trustee (in such capacity, the “Indenture Trustee”), Sallie Mae, Inc., not in its individual capacity but solely in its capacity as servicer (in such capacity, the “Servicer”), and Sallie Mae, Inc., not in its individual capacity but solely in its capacity as administrator (in such capacity, the “Administrator”).

RECITALS

WHEREAS, the Issuer (a) is issuing (i) [three] classes of its Student Loan-Backed Notes (collectively, the “Notes”) pursuant to an Indenture, dated as of [____, 20__] (the “Indenture”), among the Issuer, the Indenture Trustee and the Eligible Lender Trustee, and (ii) an Excess Distribution Certificate (the “Excess Distribution Certificate”) pursuant to the Trust Agreement, dated as of [____, 20__], among the Depositor, the Eligible Lender Trustee and [____________________], as Delaware trustee (the “Delaware Trustee”), pursuant to which the Issuer was established on [____, 20__], as amended and restated by the Amended and Restated Trust Agreement, dated as of [____, 20__] (the “Trust Agreement”), among the Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee, and (b) will not issue any other classes of notes or certificates;

WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes and the Excess Distribution Certificate, including, inter alia, the Trust Agreement, the Servicing Agreement, the Sale Agreement, and the Indenture;

WHEREAS, pursuant to certain Basic Documents, the Issuer and the Eligible Lender Trustee are required to perform certain duties in connection with (a) the Notes and the Collateral therefor pledged pursuant to the Indenture and (b) the Excess Distribution Certificate pursuant to the Trust Agreement;

WHEREAS, the Issuer and the Eligible Lender Trustee desire to have the Administrator and the Servicer perform certain of the duties of the Issuer and the Eligible Lender Trustee referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the other Basic Documents as the Issuer and the Eligible Lender Trustee may from time to time request; and

WHEREAS, the Administrator and the Servicer have the capacity to provide the services required hereby and are willing to perform such services for the Issuer and the Eligible Lender Trustee on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Depositor, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Servicer, and the Administrator, hereby agree as follows:

ARTICLE I

Section 1.1      Definitions and Usage.

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

ARTICLE II

Section 2.1      Duties with Respect to the Indenture.

The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository Agreement.  The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee when action is necessary to comply with the Issuer’s duties under the Indenture and the Depository Agreement.  The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Depository Agreement.  In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture:

(a)      preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture);

(b)      preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture);

(c)      obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.4 of the Indenture);

(d)      preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture);

(e)      delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture);

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(f)      in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture);

(g)      preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture);

(h)      monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture);

(i)      selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture);

(j)      preparing and, after execution by the Issuer, the Administrator or the Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies (Section 7.3 of the Indenture);

(k)      opening of one or more accounts in the Issuer’s name [(including any Custody Accounts required in connection with each Swap Agreement and any interest rate cap agreement)], preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture);

(l)      preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture);

(m)      preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);

(n)      preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture);

(o)      preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture);

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(p)      preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture);

(q)      preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture);

(r)      [Reserved];

(s)      preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans;

(t)      recording the Indenture, if applicable (Section 11.15 of the Indenture);

(u)      [undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations (including calculations of the notional amounts) under each Swap Agreement;]

(v)      [on the Closing Date, directing the Eligible Lender Trustee to enter into each Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the related Swap Counterparty;]

(w)      [Reserved];

(x)      [Reserved];

(y)      [Reserved];

(z)      calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance;

(aa)      calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;

(bb)      from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans;

(cc)      preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans;

(dd)      [Reserved];

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(ee)      on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account;

(ff)      upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement);

(gg)      [Reserved];

(hh)      on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account;

(ii)      calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account;

(jj)      from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty;

(kk)      [from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(i) hereof;]

(ll)      [from time to time, hiring or appointing a broker to obtain a Replacement Transaction, according to the terms of each Swap Agreement, and using, to the extent required thereof, any Swap Termination Payments received upon the occurrence of any Swap Termination Event or Event of Default under the related Swap Agreement in order to obtain such Replacement Transaction (Section 3.7(i) of the Indenture); and]

(mm)      [exercising on any applicable valuation date the Issuer’s right under the related Swap Agreement to demand delivery of any credit support amount, authorizing the release of any posted collateral to the extent no longer required under such Swap Agreement, verifying the calculation of any exposure, credit support amount and the value of posted collateral and giving written notice to the Issuer of any credit support amount (Section 3.1A of the Indenture).]

Section 2.2      Duties with Respect to the Issuer.

(a)      In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the related class of Notes (if applicable) for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such

5

documents, reports, filings, instruments, certificates, opinions and notices as it shall be the duty of the Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic Documents including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents.  Subject to Section 8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator.  The Administrator, on behalf of the Issuer, shall calculate and pay any rebates properly payable to the Department.

(b)      The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.4 of the Trust Agreement and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, if the Excess Distribution Certificate is not then held by the Depositor.

(c)      The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents.

(d)      The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing.

(e)      [The Administrator shall perform the notice obligations in the event of default, a Swap Termination Event or a failure to pay in full any amount due by a Swap Counterparty specified in the related Swap Agreement.  The Administrator shall also provide written notice to the Rating Agencies in the event that any Swap Counterparty’s rating is withdrawn, downgraded below “[__]”, “[__]” or “[__]” by [___], “[__]” or “[__]” by [___] or “[__]” or if [___] is then a Rating Agency, “[__]” by [___], or put on watch for downgrade at a time when any Swap Counterparty’s rating is at such levels.]

(f)      In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(g)      The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

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Section 2.3      Establishment of Trust Accounts.

(a)      On the Closing Date and at such other times as specified herein, the Administrator shall establish the following Eligible Deposit Accounts as more fully described below:

(i)      a “Collection Account”;

(ii)      a “Reserve Account”;

(iii)      [a “Capitalized Interest Account”;]

(iv)      a “Supplemental Purchase Account”;

(v)      [Reserved];

(vi)      [Reserved];

(vii)      [Reserved];

(viii)      a “Floor Income Rebate Account”; and

(ix)      a “Borrower Benefit Account.”

(b)      Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments.  All such Eligible Investments shall be held by (or by any custodian on behalf of) the Indenture Trustee for the benefit of the Issuer; provided that:

(i)      on or before the Business Day preceding each Distribution Date (or on or before that Distribution Date, in the case of investments in money market accounts), all interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account (other than the Borrower Benefit Account) shall be deposited into the Collection Account and shall be included as a part of Available Funds for such Distribution Date; and

(ii)      all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Borrower Benefit Account shall be retained therein until withdrawn pursuant to Section 2.10(f) of this Agreement.

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Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, then rating the Notes, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Distribution Date deposit; provided,

(W) that funds on deposit in the Supplemental Purchase Account, if invested, shall be invested only in Eligible Investments that are scheduled to mature (or with respect to Eligible Investments under clause (g) of the definition of “Eligible Investments” are expected to mature) on or before the end of the Supplemental Purchase Period;

(X) [Reserved];

(Y) [Reserved]; and

(Z) [Reserved].

(c)      The Issuer pledged to the Indenture Trustee all of its respective right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate.  Subject to the Administrator’s power to instruct the Indenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Issuer.  If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency then rating the Notes may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account.  In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.

(d)      With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that:

(i)      any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) and, subject to Section 2.3(b), each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;

(ii)      any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Indenture Trustee;

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(iii)      any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be Delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and

(iv)      any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security.

Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Indenture Trustee shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee.

(e)      The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Lender Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, the Administrator or the Eligible Lender Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.

(f)      On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of [__________________].  On the Closing Date, the Administrator shall cause the Trust to deposit the Collection Account Initial Deposit into the Collection Account, which amount will be subject to adjustment to reflect any adjustments to the Supplemental Purchase Account Initial Deposit made in accordance with Section 2.3(k) hereof.

(g)      On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of [__________________].  On the Closing Date, the Administrator shall cause the Trust to deposit the Reserve Account Initial Deposit into the Reserve Account.

(h)      On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Supplemental Purchase Account”), bearing a designation clearly indicating that

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the funds deposited therein are held for the benefit of the Trust.  The Supplemental Purchase Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Deutsche Bank National Trust Company.  On the Closing Date, the Administrator shall cause the Trust to deposit the Supplemental Purchase Account Initial Deposit into the Supplemental Purchase Account. The Supplemental Purchase Account Initial Deposit made on the Closing Date will be calculated using the Initial Cutoff Date Pool Balance and is expected to be greater than the required deposit.  Following receipt of the servicing report from the Servicer and calculation of the actual Pool Balance as of the Closing Date, any funds on deposit in the Supplemental Purchase Account in excess of the required deposit amount (resulting from the use of the Initial Cutoff Date Pool Balance, which will be revised after receipt of the servicing report) will be distributed directly to the Depositor.

(i)      [Reserved].

(j)      [Reserved].

(k)      [On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Capitalized Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Capitalized Interest Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of [__________________].  On the Closing Date, the Administrator shall cause the Trust to deposit the Capital Interest Account Initial Deposit into the Capitalized Interest Account.]

(l)      [Reserved].

(m)      On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Borrower Benefit Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Borrower Benefit Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of [__________________].  On each date when the Issuer receives any prepayment of amounts to offset anticipated Borrower Benefit Yield Reductions pursuant to Section 3.12A of the Servicing Agreement, it shall deposit such sums into the Borrower Benefit Account.

(n)      On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Floor Income Rebate Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Floor Income Rebate Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of [__________________].

(o)      [Reserved].

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Section 2.4      Collections; Collection Account.

The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Trust Student Loans (other than Purchased Student Loans), and all Liquidation Proceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days of receipt thereof to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period.

Section 2.5      Application of Collections.

(a)      With respect to each Trust Student Loan, all collections (including all Guarantee Payments) with respect thereto for each Collection Period shall be applied to fees, interest and principal on such Trust Student Loan by the Servicer in accordance with its customary practice.

(b)      All Liquidation Proceeds shall be applied to the related Trust Student Loan.

Section 2.6      Additional Deposits.

(a)      The Servicer shall deposit or cause to be deposited in the Collection Account the aggregate purchase price with respect to Purchased Student Loans as determined pursuant to Section 3.5 of the Servicing Agreement and all other amounts to be paid by the Servicer under Section 3.5 of the Servicing Agreement on or before the third Business Day before the related Distribution Date; and the Depositor shall deposit or cause to be deposited in the Collection Account the aggregate Purchase Amount with respect to the Purchased Student Loans and all other amounts to be paid by the applicable Seller to the Depositor under Section 6 of the related Purchase Agreement and/or any applicable Additional Purchase Agreement when such amounts are due.

(b)      In the event the Trust Student Loans are sold pursuant to Section 4.4 of the Indenture, on the third Business Day before the related Distribution Date, the Indenture Trustee shall deposit or cause to be deposited in the Collection Account the proceeds of such sale.

(c)      [The Administrator shall deposit all payments received by the Issuer from each Swap Counterparty during the Collection Period into the Collection Account.]

(d)      On the Business Day immediately following the end of the Supplemental Purchase Period, the Administrator shall instruct the Indenture Trustee to, and the Indenture Trustee shall, transfer all amounts remaining on deposit in the Supplemental Purchase Account into the Collection Account.

(e)      [Reserved].

(f)      [Reserved].

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Section 2.7      Distributions.

(a)      On or before the second Business Day immediately preceding each Distribution Date, the Administrator shall calculate all amounts required to be deposited into the Collection Account from the Trust Accounts, as applicable, including the amount of all Investment Earnings to be transferred from the Trust Accounts to the Collection Account, and the amount to be distributed from the Collection Account as Available Funds and pursuant to paragraph (a)(2) of the definition of Available Funds on the related Distribution Date.  In addition to and in furtherance of the foregoing, the Administrator shall:

(i)      calculate all amounts required to be deposited into the Collection Account from the Reserve Account on or before the Business Day immediately preceding each Distribution Date [and calculate the amount, if any, required to be transferred into the Collection Account from the Capitalized Interest Account on or before the second Business Day immediately preceding each of the [____] 20[__] Distribution Date and the [____] 20[__] Distribution Date;]

(ii)      calculate all Investment Earnings to be transferred from the Trust Accounts to the Collection Account on the first Business Day of each month;

(iii)      [Reserved];

(iv)      [Reserved];

(v)      calculate all Investment Earnings to be transferred from the Trust Accounts to the Collection Account on or before the Business Day immediately preceding each Distribution Date, as applicable;

(vi)      [Reserved];

(vii)      calculate the amount, if any, of the Borrower Benefit Yield Reduction for the related Collection Period on or before the second Business Day immediately preceding each Distribution Date;

(viii)      calculate all amounts to be deposited into and withdrawn from the Floor Income Rebate Account on each Distribution Date;

(ix)      calculate the amount, if any, required to be deposited into the Collection Account from the Borrower Benefit Account on or before the second Business Day immediately preceding each Distribution Date, if the Issuer has not received payment in full of any amount relating to any Borrower Benefit Yield Reduction for the related Collection Period, pursuant to Section 3.12 of the Servicing Agreement;

(x)      calculate the amount, if any, required to be transferred into the Collection Account from the Supplemental Purchase Account on or before the Business Day immediately following the end of the Supplemental Purchase Period; and

(xi)      [Reserved].

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(b)      [Reserved].

(c)      The Administrator shall instruct the Indenture Trustee in writing no later than one (1) Business Day preceding each Distribution Date (based on the information contained in the Administrator’s Certificate and the related Servicer’s Report delivered pursuant to Sections 3.1(a) and 3.1(c) below) to make the deposits and distributions set forth in Section 2.8 with respect to the Notes to the Persons or to the account specified below by 1:00 p.m. (New York time) on such Distribution Date (provided that funds are not required to be distributed pursuant to Section 5.4(b) of the Indenture).  These deposits and distributions will be made to the extent of the amount of Available Funds for that Distribution Date in the Collection Account including:

(i)      amounts transferred from the Reserve Account pursuant to Section 2.9 below,

(ii)      [through the Distribution Date in [____] 20[__], amounts transferred from the Capitalized Interest Account pursuant to Section 2.10(a) with respect to clauses 2.8(a), (b), (c) and (d) below,]

(iii)      [Reserved],

(iv)      as applicable, amounts on deposit in, or transferred from, the Supplemental Purchase Account,

(v)      amounts transferred from the Floor Income Rebate Account pursuant to Section 2.10(g) below, and

(vi)      amounts transferred from the Borrower Benefit Account pursuant to Section 2.10(f) below.

(d)      The amount of Available Funds in the Collection Account for each Distribution Date will be distributed pursuant to the priority of distributions set forth under Section 2.8 below.  The Indenture Trustee shall comply with such instructions received by the Administrator.

(e)      The Administrator shall instruct the Indenture Trustee in writing no later than one Business Day preceding each Distribution Date to make the payments pursuant to paragraph (a)(2) of the definition of Available Funds.

Section 2.8      Priority of Distributions.  [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC TRUST’S REQUIRED CASH FLOW ALLOCATIONS].  On each Distribution Date, the Indenture Trustee shall first make the payments in sub-clause (z) below and then shall make the following deposits and distributions in the amounts and in the order of priority set forth below:

(a)      to the Servicer, the Primary Servicing Fee due on that Distribution Date;

(b)      to the Administrator, the Administration Fee due on that Distribution Date and all prior unpaid Administration Fees;

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(c)      [to each Swap Counterparty, any Swap Payments payable by the Issuer to such Swap Counterparty by the Issuer under the related Swap Agreement for such Distribution Date;]

(d)      [pro rata, based on the Class A Note Balance and the amount of any Swap Termination Payments due and payable by the Issuer to a Swap Counterparty under this clause (d):]

(i)      to the Class A Noteholders for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority of any kind among the classes of Class A Notes, according to the amounts due and payable on the Class A Notes for such interest; and

(ii)      [to each Swap Counterparty, the amount of any Swap Termination Payments due to a Swap Counterparty under the related Swap Agreement due to (i) a Swap Termination Event or Event of Default (as defined in the related Swap Agreement) where the Issuer is the sole affected party or defaulting party, respectively, or (ii) a “Tax Event” or “Illegality” (each as defined in the related Swap Agreement), irrespective of which party is the affected party; provided, that if any amounts allocable to the Notes are not needed to pay the Class A Noteholders’ Interest Distribution Amount and Class B Noteholders’ Interest Distribution Amount as of such Distribution Date, such amounts shall be applied to pay the portion, if any, of any Swap Termination Payments referred to above remaining unpaid]

(e)      to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount based on amounts payable as Class B Noteholders’ Interest Distribution Amount; until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amount;

(f)      sequentially, to the Class A-1 Noteholders and Class A-2 Noteholders, in that order, until the principal balance of such class is paid in full, any remaining Class A Noteholders’ Principal Distribution Amount;

(g)      to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount;

(h)      to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance;

(i)      to the Indenture Trustee, the Eligible Trustee and the Delaware Trustee, any unpaid fees and expenses due under Section 6.7 of the Indenture or Sections 8.1 and 8.3 of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, to the extent such amounts have not been paid by the Administrator or paid pursuant to sub-clause (z) below;

(j)      to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any;

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(k)      [to each Swap Counterparty, the amount of any Swap Termination Payments owed by the Issuer to such Swap Counterparty under the related Swap Agreement and not payable in clause (d) above;]

(l)      [to any potential future cap counterparty under a potential future interest rate cap agreement, the amount of any payment under such potential future interest rate cap agreement, as applicable;] and

(m)      to the Excess Distribution Certificateholder (initially, SLM ECFC), any remaining amounts after application of the preceding clauses.

Notwithstanding the foregoing:

(x)      If (i) on any Distribution Date following distributions under clause 2.8(a) through (f) above to be made on such Distribution Date, the Outstanding Amount of the Class A Notes would be in excess of (A) ; the sum of (1) the outstanding principal balance of the Trust Student Loans, (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, (3) the balance of the Capitalized Interest Account on the Distribution Date following these distributions required to be made under clauses 2.8(a) through (e) above, and (4) the balance of the Reserve Account on such Distribution Date following those distributions required to be made under clauses 2.8 (a) through (f) above, minus (B) the Specified Reserve Account Balance for that Distribution Date, or (ii) an Event of Default affecting the Class A Notes has occurred and is continuing, then, until the condition described in (i) or (ii) no longer exist, amounts on deposit in the Collection Account and the Reserve Account shall be applied on such Distribution Date to the payment of the Class A Noteholders’ Distribution Amount before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount; and

(y)      [Reserved]; and

(z)      In the event the Depositor or the Administrator has failed to pay to the Indenture Trustee, the Eligible Lender Trustee or the Delaware Trustee any fees and expenses (including without limitation any indemnity amounts) owed to such parties under Section 6.7 of the Indenture, Sections 8.1 or 8.3 of the Trust Agreement or Section 4.2(g) of this Agreement, as applicable, the Indenture Trustee shall be entitled to reimburse itself, the Eligible Lender Trustee and the Delaware Trustee for such amounts prior to making any payments under Section 2.8(a) through (i) above.  Payments to the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee from the Trust paid pro rata, based on amounts due, prior to other distributions of Available Funds shall not exceed $[___________] per annum in the absence of an Event of Default under Section 5.1 of the Indenture; provided, that in the event of an Event of Default on the Notes (with no acceleration of the Notes by declaration of the requisite percentage of the Noteholders pursuant to Section 5.2 of the Indenture) solely as a result of an uncured Event of Default under Section 5.1(iii) of the Indenture, such payments to the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee shall remain subject to the $[___________] per annum maximum until either an acceleration of the Notes by declaration of the requisite percentage of the Noteholders has occurred pursuant to Section 5.2 of the Indenture or any other Event of Default under Section 5.1 of the Indenture has occurred, at which time no such maximum shall apply.

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Section 2.9      Reserve Account.  On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account.

(a)      In the event that the Primary Servicing Fee for any Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.8(a) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer.

(b)      In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date [(after giving effect to required distributions from the Capitalized Interest Account)], the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause 2.9 (a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above.

(c)      In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to the holders of the Class A Notes pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9 (a) and 2.9 (b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(f) above.

(d)      In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(g) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9 (a) through 2.9 (c) above, and to distribute such amount to the Class B Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(g) above.

(e)      If, after giving effect to clauses 2.9 (a) through 2.9 (d) above, the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this clause) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account.

(f)      On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than

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Carryover Servicing Fees, if applicable) owing or to be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the extent that Available Funds on such date are insufficient to make the following payments, amounts remaining in the Reserve Account shall be used to pay any Carryover Servicing Fees.  Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f).

(g)      [Reserved].

(h)      Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make such payments.

(i)      Notwithstanding the foregoing, funds on deposit in the Reserve Account may be withdrawn by the Administrator at any time to pay any amounts owed to the Department in respect of any shortfalls in amounts on deposit in the Floor Income Rebate Account to be netted against Interest Subsidy Payments and/or Special Allowance Payments on the Trust Student Loans.

Section 2.10      Investment Earnings; Other Trust Accounts.  The Administrator will instruct the Indenture Trustee to (1) withdraw all Investment Earnings, if any, on deposit in each existing Trust Account (other than the Borrower Benefit Account) on each Distribution Date; (2) deposit such amounts into the Collection Account and (3) include such amounts as Available Funds for that Distribution Date.  The Administrator will not instruct the Indenture Trustee to withdraw Investment Earnings, if any, on deposit in the Borrower Benefit Account until amounts are to be withdrawn from that account pursuant to Section 2.10(f) of this Administration Agreement.

(a)      [Capitalized Interest Account.  On the Closing Date, the Issuer shall deposit the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account.

(i)      In the event that the Available Funds, less the Principal Distribution Amounts, are insufficient to make the payments described under Sections 2.8(c) and 2.8(d) on a Distribution Date (prior to any distributions from amounts on deposit in the Reserve Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Capitalized Interest Account an amount equal to such deficiencies, to the extent of funds available therein, and to distribute such amount, as follows: (1) to the Servicer until it has received the full Primary Servicing Fee due on that Distribution Date; (2) to the Administrator until it has received the full Administration Fee due on that Distribution Date; and (3) pro rata, based on the amounts of such shortfalls, to the Class A Noteholders until they have received the Class A Noteholders’ Interest Distribution Amount for that Distribution Date; and (4) so long as the events described in clauses (i) and (ii) of paragraph (x) of Section 2.8 have not occurred, to the Class B Noteholders until they have received the Class B Noteholders’ Interest Distribution Amount for that Distribution Date.]

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(ii)      [Reserved].

(iii)      After giving effect to Section 2.10(a)(i) above, (A) on the Distribution Date in [____] 20[__], the Administrator shall instruct the Indenture Trustee in writing to withdraw all amounts in excess of $[____] on deposit in the Capitalized Interest Account and include such funds with other Available Funds on that Distribution Date; and (B) on the Distribution Date in [____] 20[__], the Administrator shall instruct the Indenture Trustee in writing to withdraw all amounts remaining in the Capitalized Interest Account and include such funds with other Available Funds on that Distribution Date.]

(b)      [Reserved].

(c)      Collection Account.  On the Closing Date, the Issuer shall deposit the Collection Account Initial Deposit into the Collection Account.  This amount will be included with other Available Funds on the first Distribution Date.

(d)      Supplemental Purchase Account.

(i)      On the Closing Date, the Issuer shall deposit the Supplemental Purchase Account Initial Deposit into the Supplemental Purchase Account.  The Supplemental Purchase Account Initial Deposit made on the Closing Date will be calculated using the Initial Cutoff Date Pool Balance and is expected to be greater than the required deposit.  Following receipt of the initial servicing report from the Servicer and calculation of the actual Pool Balance as of the Closing Date, any funds on deposit in the Supplemental Purchase Account in excess of the required deposit amount (resulting from the use of the Initial Cutoff Date Pool Balance, which will be revised after receipt of the initial servicing report) will be distributed directly to the Depositor.

(ii)      From time to time during the Supplemental Purchase Period, the Administrator will instruct the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to purchase Additional Trust Student Loans that are Eligible Loans pursuant to Additional Sale Agreements.

(iii)      The Administrator shall instruct the Indenture Trustee to transfer into the Collection Account any amounts remaining in the Supplemental Purchase Account on the Business Day immediately following the end of the Supplemental Purchase Period to be included as Available Funds for any Distribution Date.

(e)      [Reserved].

(f)      Borrower Benefit Account. On the Closing Date, the Issuer shall deposit the Borrower Benefit Account Initial Deposit, if any, into the Borrower Benefit Account.

(i)      On each date when the Issuer receives a prepayment of amounts relating to an anticipated deficiency amount due to Borrower Benefit Yield Reductions pursuant to Section 3.12A of the Servicing Agreement, the Administrator shall cause the Issuer to deposit such amounts into the Borrower Benefit Account.

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(ii)      The Administrator may instruct the Indenture Trustee to release the funds in the Borrower Benefit Account to the Servicer upon the Servicer’s written request, provided, however, that such release shall only occur after the Administrator has received confirmation that the Rating Agency Condition has been satisfied.

(iii)      With respect to each Distribution Date, if on or before such date, the Issuer has not received payment in full of the amount, if any, required to offset any deficiency caused by a realized Borrower Benefit Yield Reduction for the related Collection Period pursuant to Section 3.12 of the Servicing Agreement, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Borrower Benefit Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and deposit such amount into the Collection Account to be included as part of Available Funds for that Distribution Date.

(g)      Floor Income Rebate Account.

(i)      On or before each Distribution Date, the Administrator will instruct the Indenture Trustee to transfer from the Collection Account to the Floor Income Rebate Account the monthly accrual of interest paid by borrowers on Trust Student Loans originated on or after April 1, 2006 that exceeds the special allowance support levels applicable to such Trust Student Loans (“Floor Income”).  Such deposits will be used to offset the amount of Floor Income, if any, that is expected to be netted by the Department against the Interest Subsidy Payments and/or Special Allowance Payments otherwise due to the Issuer for that Collection Period.

(ii)      Once the Department has netted all payments (in respect of Interest Subsidy Payments and/or Special Allowance Payments otherwise due to the Issuer), which currently occurs on a quarterly basis, on the next succeeding Distribution Date an amount equal to the applicable Floor Income Rebate Account Release Amount on deposit in the Floor Income Rebate Account during the related Collection Periods will be withdrawn by the Indenture Trustee, as directed by the Administrator and be included as part of Available Funds for that Distribution Date.

(iii)      [Reserved].

(h)      [Reserved].

(i)      [Reserved].

(j)      [Reserved].

Section 2.11      Statements to Excess Distribution Certificateholder and Noteholders.  On each Determination Date preceding a Distribution Date, the Administrator shall provide to the Indenture Trustee (with a copy to each Rating Agency then rating the Notes) for the Indenture Trustee to forward on such succeeding Distribution Date to each Noteholder of record and to the

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Excess Distribution Certificateholder of record a statement, setting forth at least the following information with respect to such Distribution Date as to the Notes and the Excess Distribution Certificate to the extent applicable:

(a)      the amount of such distribution allocable to principal of each class of the Notes;

(b)      the amount of the distribution allocable to interest on each class of the Notes;

(c)      the amount of the distribution allocable to the Excess Distribution Certificate, if any;

(d)      [Reserved];

(e)      the Pool Balance as of the close of business on the last day of the preceding Collection Period;

(f)      the outstanding principal balance of each class of Notes, the Note Pool Factor applicable to each class of Notes as of such Distribution Date, after giving effect to payments allocated to principal reported under clauses (a) and (c) above;

(g)      the applicable Note Rate for the next period for each class of Notes, which may be included in the statement or made available electronically on the Administrator’s website;

(h)      the amount of the Servicing Fee and any Carryover Servicing Fee paid to the Servicer on such Distribution Date, and the amount, if any, of the Carryover Servicing Fee remaining unpaid after giving effect to any such payments;

(i)      the amount of the Administration Fee paid to the Administrator on such Distribution Date;

(j)      [Reserved];

(k)      the amount of the aggregate Realized Losses, if any, for the related Collection Period and the balance of Trust Student Loans that are delinquent in each delinquency period as of the end of such Collection Period;

(l)      the amount of Note Interest Shortfall, if any, in each case as applicable to each class of Notes, and the change in such amounts from the preceding statement;

(m)      the aggregate Purchase Amounts and all other amounts that were received for Trust Student Loans, if any, that were repurchased by the Depositor or purchased by the Servicer, SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding, or VL Funding] from the Issuer during such Collection Period;

(n)      the respective balances of the Reserve Account, the Floor Income Rebate Account and the Borrower Benefit Account, if any, on such Distribution Date, after giving effect to changes therein on such Distribution Date;

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(o)      [Reserved];

(p)      the balance of Trust Student Loans that are delinquent in each delinquency period as of the end of that Collection Period;

(q)      with respect to the initial Distribution Date, the aggregate initial principal balance of Additional Trust Student Loans, plus accrued interest to be capitalized as of their respective Subsequent Cutoff Dates, purchased during the Supplemental Purchase Period, using funds on deposit in the Supplemental Purchase Account, and any remaining amounts transferred from the Supplemental Purchase Account to the Collection Account;

(r)      [Reserved]; and

(s)      the amount required to be deposited into the Collection Account for the related Collection Period to offset any Borrower Benefit Yield Reduction for the related Collection Period.

In addition to the actual amount to be paid, deposited or otherwise distributed, each amount set forth pursuant to clauses (a), (b), (c), (f), (h), (i) and (l) above shall also be expressed as a dollar amount per $1,000 of original principal balance of the applicable Note and as a percentage of the principal balance of the applicable Note.  A copy of the statements referred to above may be obtained by the Excess Distribution Certificateholder or any Note Owner by a written request to the Eligible Lender Trustee or the Indenture Trustee, respectively, addressed to the respective Corporate Trust Office.

Section 2.12      Non-Ministerial Matters.  With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Eligible Lender Trustee, in writing, of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative direction.  For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(a)      the amendment of or any supplement to the Indenture;

(b)      the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Trust Student Loans);

(c)      the amendment, change or modification of the Basic Documents;

(d)      [Reserved];

(e)      [Reserved];

(f)      the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and

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(g)      the removal of the Indenture Trustee.

Section 2.13      Exceptions.  Notwithstanding anything to the contrary in this Agreement, except as expressly provided herein or in the other Basic Documents, the Administrator shall not be obligated to, and shall not, (a) make any payments to the Noteholders under the Basic Documents, (b) sell the Indenture Trust Estate pursuant to Section 5.4 of the Indenture, (c) take any other action that the Issuer directs the Administrator not to take on its behalf, (d) in connection with its duties hereunder assume any indemnification obligation of any other Person or (e) service the Trust Student Loans.

Section 2.14      Compensation.  As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to $[_____] for each Collection Period payable in arrears on the related Distribution Date (the “Administration Fees”) which shall be solely an obligation of the Issuer.

Section 2.15      Servicer and Administrator Expenses.  Each of the Servicer and the Administrator shall be severally required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer or the Administrator, as the case may be, and expenses incurred in connection with distributions and reports to the Administrator or to the Excess Distribution Certificateholder and the Noteholders, as the case may be.

ARTICLE III

Section 3.1      Administrator’s Certificate; Servicer’s Report.

(a)      On or before the tenth day (or, if any such day is not a Business Day, on the next succeeding Business Day), preceding each Distribution Date the Servicer shall deliver to the Administrator and, upon request, to the Eligible Lender Trustee a Servicer’s Report with respect to the preceding Collection Period containing all information necessary for the Administrator to receive in connection with the preparation of the  Administrator’s Certificate covering such Collection Period referred to in Section 3.1(c) below.

(b)      [Reserved].

(c)      On each Determination Date prior to a Distribution Date, the Administrator shall deliver to the Indenture Trustee, with a copy to the Rating Agencies then rating the Notes, an Administrator’s Certificate containing all information necessary to make the distributions pursuant to Sections 2.7 and 2.8 above, if applicable, for the Collection Period preceding the date of such Administrator’s Certificate.

(d)      Prior to each Determination Date, the Administrator shall determine the Note Rates that will be applicable to the Distribution Date following such Determination Date, in compliance with its obligation to prepare and deliver an Administrator’s Certificate on such Determination Date pursuant to this Section 3.1.  In connection therewith, the Administrator shall calculate on each LIBOR Determination Date during such Accrual Period, [___]-Month LIBOR and/or [___]-Month LIBOR, for the first Accrual Period, and for each subsequent Accrual Period shall calculate, as applicable, on each LIBOR Determination Date during such Accrual Period, One-Month LIBOR.

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(e)      [Reserved].

(f)      The Administrator shall furnish to the Issuer from time to time such information regarding the Collateral as the Issuer shall reasonably request.

Section 3.2      Annual Statement as to Compliance; Notice of Default; Financial Statements.

(a)      Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20[__]) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof.  The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Notes and, upon request, any Noteholder or Note Owner.  A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is the Excess Distribution Certificateholder.

(b)      The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Notes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement.

(c)      The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Notes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below.

(d)      At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Notes (i) as soon as possible and in any event within the time period allowed by the Commission to file such financials after the end

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of each fiscal year of the Administrator or its parent company, audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in any event within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or is parent company) as at the end of and for such period.

Section 3.3      Annual Independent Certified Public Accountants’ Report.  Each of the Servicer and the Administrator shall cause a registered public accounting firm (as the term is used in Section 1122 of Regulation AB), which may also render other services to the Servicer or the Administrator, as the case may be, to deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies then rating the Notes on or before March 31 of each year, a report addressed to the Servicer or the Administrator, as the case may be, the Eligible Lender Trustee and the Indenture Trustee, to the effect that such firm has examined certain documents and records relating to the servicing of the Trust Student Loans, or the administration of the Trust Student Loans and of the Trust, as the case may be, during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date to December 31, 20[__]) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such servicing or administration, respectively, was conducted, in all material respects, in compliance with those terms of this Agreement and in the case of the Servicer, the Servicing Agreement, including any applicable statutory provisions incorporated therein and such additional terms and statutes as may be specified from time to time by the Administrator, except for such exceptions as shall be set forth in such report.  Such report will also indicate that the firm is independent of the Servicer or the Administrator, as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

ARTICLE IV

Section 4.1      Representations of Administrator.  Sallie Mae, Inc., as Administrator, makes the following representations on which the Issuer is deemed to have relied in acquiring the Trust Student Loans.  The representations speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the sale of the Trust Student Loans to the Eligible Lender Trustee on behalf of the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a)      Organization and Good Standing.  The Administrator is duly organized and validly existing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b)      Power and Authority.  The Administrator has the corporate power and authority to execute and deliver this Agreement and to carry out its terms, and the execution, delivery and performance of this Agreement have been duly authorized by the Administrator by all necessary corporate action.

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(c)      Binding Obligation.  This Agreement has been duly authorized, executed and delivered by the Administrator and, assuming that it is duly executed and delivered by parties hereto, constitutes a valid and binding agreement of the Administrator, enforceable against the Administrator in accordance with its terms; except that the enforceability hereof may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (c) with respect to rights to indemnity hereunder, limitations of public policy under applicable securities laws.

(d)      No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof or thereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the articles of incorporation or by-laws of the Administrator, or any indenture, agreement or other instrument to which the Administrator is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the knowledge of the Administrator, any order, rule or regulation applicable to the Administrator of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties.

(e)      No Proceedings.  There are no legal or governmental proceedings or investigations pending against the Administrator or, to its best knowledge, threatened or contemplated against the Administrator or to which the Administrator or any of its subsidiaries is a party or of which any property of the Administrator or any of its subsidiaries is the subject, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties or by any other party: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, the Notes or the Excess Distribution Certificate, (ii) seeking to prevent the issuance of the Notes or the Excess Distribution Certificate or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Administrator of its obligations under, or the validity or enforceability of, this Agreement, any of the other Basic Documents, the Trust, the Notes or the Excess Distribution Certificate or (iv) seeking to affect adversely the federal or state income tax attributes of the Issuer, the Notes or the Excess Distribution Certificate.

(f)      All Consents.  All authorizations, consents, orders or approvals of or registrations or declarations with any court, regulatory body, administrative agency or other government instrumentality required to be obtained, effected or given by the Administrator in connection with the execution and delivery by the Administrator of this Agreement and the performance by the Administrator of the transactions contemplated by this Agreement have been duly obtained, effected or given and are in full force and effect.

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Section 4.2      Liability of Administrator; Indemnities.  i) The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement.

(b)      The Administrator shall indemnify, defend and hold harmless the Issuer, the Excess Distribution Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Issuer from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder.

(c)      The Administrator shall indemnify the Indenture Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all losses, claims, actions, suits, damages, liabilities, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as Indenture Trustee) or expenses (including attorneys’ fees) incurred by it in connection with the performance of its duties under the Indenture and 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 Administrator shall 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, the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer.  Neither the Issuer nor the Administrator need to 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.

(d)      The Administrator shall indemnify the Eligible Lender Trustee (including in its capacity as Interim Eligible Lender Trustee) and/or the Delaware Trustee in their individual capacities and any of their officers, directors, employees and agents against any and all loss, liabilities, actions, suits, claims, damages, costs, penalties, taxes (excluding taxes payable by them on any compensation received by them for their services as trustee) or expenses (including attorneys’ fees and expenses) incurred by them in connection with the performance of their duties under the Interim Trust Agreement, the Trust Agreement and the other Basic Documents.

(e)      Without limiting the generality of the foregoing, the Administrator shall indemnify the Eligible Lender Trustee and the Delaware Trustee in their individual capacities and any of their officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:

(i)      any claim that the Trust Student Loans (or any guarantee with respect thereto) are delinquent, uncollectable, uninsured, illegal, invalid or unenforceable;

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(ii)      any claim that the Trust Student Loans have not been made, administered, serviced or collected in accordance with applicable federal and state laws or the requirements of any Guarantor;

(iii)      any claim that any original note or other document evidencing or relating to the Trust Student Loans has been lost, misplaced or destroyed; and

(iv)      any claim for failure to comply with the provisions of 34 CFR Sec. 682.203(b) (other than for the Eligible Lender Trustee’s failure to qualify as an eligible lender under the Act).

(f)      The Eligible Lender Trustee and/or the Delaware Trustee shall notify the Administrator promptly of any claim for which it may seek indemnity.  Failure by the Eligible Lender Trustee and/or the Delaware Trustee to so notify the Administrator shall not relieve the Administrator of its obligations hereunder and under the other Basic Documents.  The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Eligible Lender Trustee and/or the Delaware Trustee after it has assumed such defense; provided, however, that in the event that there may be a conflict between the positions of the Eligible Lender Trustee and/or the Delaware Trustee and the Administrator in conducting the defense of such claim, the Eligible Lender Trustee and/or the Delaware Trustee shall be entitled to separate counsel, the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer.  Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Eligible Lender Trustee or the Delaware Trustee through the Eligible Lender Trustee’s or the Delaware Trustee’s own willful misconduct, negligence or bad faith.

(g)      The Administrator shall pay reasonable compensation to the Indenture Trustee and the Eligible Lender Trustee and shall reimburse the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee for all reasonable expenses, disbursements and advances.

(h)      For purposes of this Section 4.2, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 4.3 below) as Administrator pursuant to Section 5.1 below, or a resignation by such Administrator pursuant to this Agreement, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 5.2 below.

(i)      Indemnification under this Section 4.2 shall survive the resignation or removal of the Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Administrator, without interest.

Section 4.3      Merger or Consolidation of, or Assumption of the Obligations of, Administrator.  Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, if other than Sallie Mae, Inc., executes an agreement that states expressly that such Person assumes to perform every obligation of the

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Administrator under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.1 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default shall have occurred and be continuing, (iii) the surviving Administrator, if other than Sallie Mae, Inc., shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 4.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) unless Sallie Mae, Inc. is the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Issuer, the Noteholders or the Excess Distribution Certificateholder and (v) unless Sallie Mae, Inc. is the surviving entity, the Administrator shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and Indenture Trustee, respectively, in the Trust Student Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.  Anything in this Section 4.3 to the contrary notwithstanding, the Administrator may at any time assign its rights, obligations and duties under this Agreement to an Affiliate provided that the Rating Agencies then rating the Notes confirm that such assignment will not result in a downgrading or a withdrawal of the ratings then applicable to the Notes.

Section 4.4      Limitation on Liability of Administrator and Others.

(a)      Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Excess Distribution Certificateholder, or to the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.  The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

(b)      Except as provided in this Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to administer the Trust Student Loans and the Trust in accordance with this Agreement

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 and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Excess Distribution Certificateholder under this Agreement and the Noteholders under the Indenture and under this Agreement.

Section 4.5      Administrator May Own Excess Distribution Certificate or Notes.  The Administrator and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of the Excess Distribution Certificate or the Notes with the same rights as it would have if it were not the Administrator or an Affiliate thereof, except as expressly provided herein or in any other Basic Document.

Section 4.6      Sallie Mae, Inc. Not to Resign as Administrator.  Subject to the provisions of Section 4.3 above, Sallie Mae, Inc. shall not resign from the obligations and duties imposed on it as Administrator under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law or shall violate any final order of a court or administrative agency with jurisdiction over Sallie Mae, Inc. or its properties.  Notice of any such determination permitting or requiring the resignation of Sallie Mae, Inc. shall be communicated to the Eligible Lender Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Eligible Lender Trustee and the Indenture Trustee concurrently with or promptly after such notice.  No such resignation shall become effective until the Indenture Trustee or a successor Administrator shall have assumed the responsibilities and obligations of Sallie Mae, Inc. in accordance with Section 5.2 below.  Anything in this Section 4.6 to the contrary notwithstanding, the Administrator may resign at any time subsequent to the assignment of its rights, duties and obligations hereunder pursuant to Section 4.3 above.

Section 4.7      Privacy and Security Provisions.  With respect to information that is “non-public personal information” (as defined in the GLB Regulations) that is disclosed or provided by the Trust (or on the Trust’s behalf) to the Administrator in connection with this Agreement, the Administrator agrees, subject to the terms hereof and the limitations of liability set forth herein, that in performing its obligations under this Agreement, the Administrator shall comply with all reuse, redisclosure, or other customer information handling, processing, security, and protection requirements that are specifically required of a non-affiliated third-party processor or servicer (or subcontractor) under the GLB Regulations and other applicable federal consumer privacy laws, rules, and regulations.  Without limiting the foregoing, the Administrator agrees that:

(a)      the Administrator is prohibited from disclosing or using any “non-public personal information” (as defined in the GLB Regulations) disclosed or provided by the Trust or on the Trust’s behalf to the Administrator, except solely to carry out the purposes for which it was disclosed, including use under an exception contained in 12 CFR sections 40.14 or 40.15 or 16 CFR sections 313.14 or 313.15, as applicable, of the GLB Regulations in the ordinary course of business to carry out those purposes; and

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(b)      the Administrator has implemented and will maintain an information security program designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, Final Rule (12 CFR Part 30, Appendix B) and the Federal Trade Commission’s Standards for Safeguarding Customer Information (16 CFR Part 314).

ARTICLE V

Section 5.1      Administrator Default.  If any one of the following events (an “Administrator Default”) shall occur and be continuing:

(a)      (i)      In the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Distribution Date; or

  (ii)      any failure by the Administrator to direct the Indenture Trustee to make any required distributions from any of the Trust Accounts on any Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator; or

(b)      any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or the Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Excess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Notes or representing the whole of the outstanding Excess Distribution Certificate (including such Excess Distribution Certificate if owned by the Depositor); or

(c)      an Insolvency Event occurs with respect to the Administrator; or

(d)      any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for 15 calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered;

then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than 50% of the Outstanding Amount of all the Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.2 above) of the Administrator under this Agreement.  On or after the receipt by the Administrator of such

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written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Excess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.2 below; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.  The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement.  All reasonable costs and expenses (including attorneys’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses.  Upon receipt of notice of the occurrence of an Administrator Default, the Administrator shall give notice thereof to the Rating Agencies then rating the Notes.

Section 5.2      Appointment of Successor.

(a)      Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”).  In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee.  In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee.  Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

(b)      Upon appointment, the successor Administrator (including the Indenture Trustee acting as successor Administrator), shall be the successor in all respects to the predecessor Administrator and shall be subject to all the responsibilities, duties and liabilities placed on the predecessor Administrator that arise thereafter or are related thereto and shall be entitled to an amount agreed to by such successor Administrator (which shall not exceed the Administration Fee unless such compensation arrangements will not result in a downgrading or withdrawal of any rating on the Notes or the Excess Distribution Certificate by any Rating Agency then rating the Notes) and all the rights granted to the predecessor Administrator by the terms and provisions of this Agreement.

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(c)      Notwithstanding the foregoing or anything to the contrary herein or in the other Basic Documents, the Indenture Trustee, to the extent it is acting as successor Administrator pursuant hereto and thereto, shall be entitled to resign to the extent a qualified successor Administrator has been appointed and has assumed all the obligations of the Administrator in accordance with the terms of this Agreement and the other Basic Documents.

Section 5.3      Notification to Noteholders and Certificateholder.  Upon any termination of, or appointment of a successor to, the Administrator pursuant to this Article V, the Eligible Lender Trustee shall give prompt written notice thereof to the Excess Distribution Certificateholder and the Indenture Trustee shall give prompt written notice thereof to Noteholders and the Rating Agencies then rating the Notes (which, in the case of any such appointment of a successor, shall consist of prior written notice thereof to such Rating Agencies).

Section 5.4      Waiver of Past Defaults.  The Noteholders of Notes evidencing a majority of the Outstanding Amount of all the Notes (or the Excess Distribution Certificateholder, in the case of any default which does not adversely affect the Indenture Trustee or the Noteholders) may, on behalf of all Noteholders and the Excess Distribution Certificateholder, waive in writing any default by the Administrator in the performance of its obligations hereunder and any consequences thereof, except a default in making any required deposits to or payments from any of the Trust Accounts (or giving instructions regarding the same) in accordance with this Agreement.  Upon any such waiver of a past default, such default shall cease to exist, and any Administrator Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement.  No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

ARTICLE VI

Section 6.1      Termination.

(a)      Optional Purchase of All Trust Student Loans.  The Administrator shall notify the Servicer, the Depositor, the Issuer and the Indenture Trustee in writing, within 15 days after the last day of any Collection Period as of which the then outstanding Pool Balance is 12% or less of the Initial Pool Balance.  The Indenture Trustee shall promptly forward a copy of such notice to each Noteholder of record.  As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance, the Eligible Lender Trustee on behalf and at the direction of the Servicer, or any other “eligible lender” (within the meaning of the Higher Education Act) designated by the Servicer in writing to the Eligible Lender Trustee and the Indenture Trustee, shall have the option to purchase the Trust Estate, other than the Trust Accounts.  To exercise such option, the Servicer shall deposit, pursuant to Section 2.6 above in the Collection Account an amount equal to the aggregate Purchase Amount for the Trust Student Loans plus an amount equal to all net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans (to the extent not included in the calculation of the Purchase Amount) and the related

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rights with respect thereto, plus the appraised value of any such other property held by the Trust other than the Trust Accounts, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Eligible Lender Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer may not effect such purchase if such aggregate Purchase Amounts do not equal or exceed the Minimum Purchase Amount plusany Carryover Servicing Fees.  In the event the Servicer fails to notify the Eligible Lender Trustee and the Indenture Trustee in writing prior to the acceptance by the Indenture Trustee of a bid to purchase the Trust Estate pursuant to Section 4.4 of the Indenture that the Servicer intends to exercise its option to purchase the Trust Estate, the Servicer shall be deemed to have waived its option to purchase the Trust Estate as long as the Servicer has received five Business Days’ notice from the Indenture Trustee as provided in Section 4.4 of the Indenture.

(b)      Notice.  Written notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee and the Indenture Trustee as soon as practicable after the Administrator has received notice thereof.

(c)      Succession.  Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Excess Distribution Certificateholder shall succeed to the rights of the Noteholders hereunder and the Eligible Lender Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement and any other Basic Documents.

ARTICLE VII

Section 7.1      Protection of Interests in Trust.

(a)      The Administrator shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Issuer, the Eligible Lender Trustee and the Indenture Trustee in the Trust Student Loans and in the proceeds thereof.  The Administrator shall deliver (or cause to be delivered) to the Eligible Lender Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b)      Neither the Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with clause (a) above seriously misleading within the meaning of Section 9-506(b) of the UCC, unless it shall have given the Eligible Lender Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.

(c)      Each of the Depositor and the Servicer shall have an obligation to give the Eligible Lender Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment.  The Servicer shall at all times maintain each office from which it shall service Trust Student Loans, and its principal executive office, within the United States of America.

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(d)      The Servicer shall maintain accounts and records as to each Trust Student Loan accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Trust Student Loan, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Trust Student Loan and the amounts from time to time deposited by the Servicer in the Collection Account in respect of such Trust Student Loan.

(e)      The Servicer shall maintain its computer systems so that, from and after the time of sale of the Trust Student Loans to the Eligible Lender Trustee on behalf of the Issuer, the Servicer’s master computer records (including any backup archives) that refer to a Trust Student Loan shall indicate clearly the interest of the Issuer, the Eligible Lender Trustee and the Indenture Trustee in such Trust Student Loan and that such Trust Student Loan is owned by the Eligible Lender Trustee on behalf of the Issuer and has been pledged to the Indenture Trustee.  Indication of the Issuer’s, the Eligible Lender Trustee’s and the Indenture Trustee’s interest in a Trust Student Loan shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Trust Student Loan shall have been paid in full or repurchased.

(f)      If at any time the Depositor or the Administrator shall propose to sell, grant a security interest in, or otherwise transfer any interest in student loans to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any Trust Student Loan, indicate clearly that such Trust Student Loan has been sold and is owned by the Eligible Lender Trustee on behalf of the Issuer and has been pledged to the Indenture Trustee.

(g)      Upon reasonable notice, the Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Trust Student Loan.

(h)      Upon request, at any time the Eligible Lender Trustee or the Indenture Trustee have reasonable grounds to believe that such request would be necessary in connection with its performance of its duties under the Basic Documents, the Servicer shall furnish to the Eligible Lender Trustee or to the Indenture Trustee (in each case, with a copy to the Administrator), within five Business Days, a list of all Trust Student Loans (by borrower social security number, type of loan and date of issuance) then held as part of the Trust, and the Administrator shall furnish to the Eligible Lender Trustee or to the Indenture Trustee, within 20 Business Days thereafter, a comparison of such list to the list of Trust Student Loans set forth in Schedule A to the Indenture as of the Closing Date and a list of all Additional Trust Student Loans as of the end of the Supplemental Purchase Period, and, for each Trust Student Loan that has been removed from the pool of loans held by the Eligible Lender Trustee on behalf of the Issuer, information as to the date as of which and circumstances under which each such Trust Student Loan was so removed.

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(i)      The Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee:

(i)      promptly after the execution and delivery of this Agreement and of each amendment thereto and on each Transfer Date, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and the Indenture Trustee in the Trust Student Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and

(ii)      within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (1) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and the Indenture Trustee in the Trust Student Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; provided that a single Opinion of Counsel may be delivered in satisfaction of the foregoing requirement and that of Section 3.6(b) of the Indenture.

(j)      Each Opinion of Counsel referred to in subclause (i) or (ii) of clause (i) above shall specify (as of the date of such opinion and given all applicable laws as in effect on such date) any action necessary to be taken in the following year to preserve and protect such interest.

(k)      The Depositor shall, to the extent required by applicable law, cause the Excess Distribution Certificate and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

ARTICLE VIII

Section 8.1      Independence of the Administrator.  For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Eligible Lender Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder.  Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Eligible Lender Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Eligible Lender Trustee.

Section 8.2      No Joint Venture.  Nothing contained in this Agreement (a) shall constitute the Administrator and either of the Issuer or the Eligible Lender Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall be construed to impose any liability as such on any of them or (c) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

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Section 8.3      Other Activities of Administrator.  Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Eligible Lender Trustee or the Indenture Trustee.

Section 8.4      Powers of Attorney.  The Eligible Lender Trustee and the Indenture Trustee shall upon the written request of the Administrator furnish the Administrator with any powers of attorney and other documents (in form and substance satisfactory to the Eligible Lender Trustee and the Indenture Trustee) reasonably necessary or appropriate to enable the Administrator to carry out its administrative duties hereunder.  Notwithstanding the foregoing, the Eligible Lender Trustee hereby grants to the Administrator a limited power of attorney to execute and deliver on its behalf all documentation necessary to effect the actions set forth in Section 2.2(f) of this Agreement.

Section 8.5      Amendment.

(a)      This Agreement (other than Sections 2.1 and 2.2 above) may be amended by the Issuer, the Excess Distribution Certificateholder, the Servicer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Eligible Lender Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or the Excess Distribution Certificateholder, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus.

(b)      Sections 2.1 and 2.2 may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Excess Distribution Certificateholder, the Eligible Lender Trustee, the Indenture Trustee and the Administrator, without the consent of the Noteholders (unless such consent is otherwise required by this Section), for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions of such Article; provided that such amendment will not, in an Opinion of Counsel obtained on behalf of the Issuer and satisfactory to the Indenture Trustee and the Eligible Lender Trustee, materially and adversely affect the interest of any Noteholder.

(c)      This Agreement (other than Sections 2.1 and 2.2 above) may also be amended from time to time by the Issuer, the Excess Distribution Certificateholder, the Servicer, the Administrator, the Indenture Trustee and the Eligible Lender Trustee, and Sections 2.1 and 2.2 above may also be amended by the Eligible Lender Trustee, the Administrator and the Indenture Trustee, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of

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the Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

(d)      Promptly after the execution of any such amendment (or, in the case of the Rating Agencies then rating the Notes, 15 days prior thereto), the Eligible Lender Trustee shall furnish written notification of the substance of such amendment to the Excess Distribution Certificateholder and each of the Rating Agencies then rating the Notes.

(e)      It shall not be necessary for the consent of Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(f)      Prior to the execution of any amendment to this Agreement, the Eligible Lender Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 7.1(i) above.  The Eligible Lender Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

(g)      [Reserved].

(h)      [Reserved].

Section 8.6      Assignment.  Notwithstanding anything to the contrary contained herein, except as provided in Section 4.3 of the Servicing Agreement and Sections 4.3 and 8.15 of this Agreement, this Agreement may not be assigned by the Depositor, the Administrator or the Servicer.  This Agreement may be assigned by the Eligible Lender Trustee only to its permitted successor pursuant to the Trust Agreement.

Section 8.7      Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Depositor, the Servicer, the Issuer, the Indenture Trustee and the Eligible Lender Trustee and for the benefit of the Delaware Trustee, the Excess Distribution Certificateholder and the Noteholders, as third party beneficiaries, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 8.8      Assignment to Indenture Trustee.  The Depositor hereby acknowledges and consents to any Grant by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of a security interest in all right, title and interest of the Issuer in, to and under the Trust Student Loans and the assignment of any or all of the Issuer’s rights and obligations under this Agreement, the Sale Agreement and any Additional Sale Agreement and the Depositor’s rights under the Purchase Agreements and any Additional Purchase Agreements

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to the Indenture Trustee.  The Servicer hereby acknowledges and consents to the assignment by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of any and all of the Issuer’s rights and obligations under this Agreement and under the Servicing Agreement.

Section 8.9      Nonpetition Covenants.

(a)      Notwithstanding any prior termination of this Agreement, the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is 367 days after the payment in full of the Notes, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.  The foregoing shall not limit the rights of the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee or the Depositor.

(b)      Notwithstanding any prior termination of this Agreement, the Servicer, the Administrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee shall not, prior to the date which is 367 days after the payment in full of the Notes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor under any insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor.  The foregoing shall not limit the rights of the Servicer, the Administrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Depositor by a Person other than the Servicer, the Administrator, the Issuer, the Indenture Trustee or the Eligible Lender Trustee.

Section 8.10      Limitation of Liability of Eligible Lender Trustee and Indenture Trustee.

(a)      Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by [____________], not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer, and in no event shall [____________], in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or the Eligible Lender Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

(b)      Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by [____________], not in its individual capacity but solely as Indenture Trustee, and in no event shall [____________] have any liability for the

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representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

(c)      The rights of and protections of the Indenture Trustee and the Eligible Lender Trustee, as applicable, under the Indenture and the Trust Agreement, respectively, shall be incorporated as though explicitly set forth herein.

Section 8.11      Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICT OF LAW PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 8.12      Headings.  The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Section 8.13      Counterparts.  This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

Section 8.14      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Each of the parties named on the signature pages to this Agreement by execution of this Agreement agrees, for the benefit of the Administrator and the other signatories hereto, to be bound by the terms of this Agreement and the other Basic Documents to the extent reference is made in such document to such party.

Section 8.15      Excess Distribution Certificate. The Excess Distribution Certificateholder, as evidenced by its agreement to accept the rights conferred under the Excess Distribution Certificate, is hereby deemed to accept all obligations of the Depositor under this Agreement.

Section 8.16      Notices.  All notices sent pursuant to this Agreement may be made by facsimile or electronic mail.

Section 8.17      Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.18      Force Majeure.  The Administrator shall not be deemed to have breached its obligations pursuant to Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.9, 2.10, 2.11, 2.12, and 2.15 if it is rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters).  The Administrator shall diligently perform its duties under this Agreement as soon as practicable following the termination of such interruption of business.

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ARTICLE IX

Section 9.1      Intent of the Parties; Reasonableness. The Issuer and the Administrator acknowledge and agree that the purpose of Article IX of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Issuer nor the Administrator shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Eligible Lender Trustee, the Indenture Trustee, the Servicer, or any other party to the Basic Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Issuer shall cooperate fully with the Administrator (including any of its assignees or designees) in the preparation of, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB.

Section 9.2      Reporting Requirements.

(a)      If so requested by the Administrator, on behalf of the Issuer, for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Administrator shall (i) notify the Issuer, in writing of any material litigation or governmental proceedings pending against the Administrator and (ii) provide to the Issuer, a description of such proceedings, affiliations or relationships.

(b)      As a condition to the succession as Administrator by any Person as permitted by Section 4.3 hereof the successor administrator shall provide to the Administrator, on behalf of the Issuer, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Administrator, on behalf of the Issuer, of such succession or appointment and (y) in writing all information in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of Notes.

(c)      In addition to such information as the Administrator, is obligated to provide pursuant to other provisions of this Agreement, the Administrator shall provide such information regarding the performance or servicing of the Trust Student Loans as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.  Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Administrator under this Agreement, commencing with the first such report due hereunder.

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Section 9.3      Administrator Compliance Statement.  On or before March 31st of each calendar year, commencing in 20[__], the Administrator shall deliver to the Issuer a statement of compliance addressed to the Issuer and signed by an Authorized Officer of the Administrator, to the effect that (i) a review of the Administrator’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Administrator has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.

Section 9.4      Report on Assessment of Compliance and Attestation.

(a)      On or before March [____] of each calendar year, commencing in 20[__], the Administrator shall:

(i)      deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer and signed by an Authorized Officer of the Administrator, and shall address each of the Servicing Criteria specified on the certification substantially in the form of Attachment B attached to this Agreement;

(ii)      deliver to the Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered pursuant to the preceding paragraph, which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

(iii)      if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and any other Person that will be responsible for signing a Sarbanes Certification in the form attached hereto as Attachment A on behalf of the Issuer with respect to a securitization transaction.  The Administrator acknowledges that the parties identified in clauses (a)(i) and (ii) above may rely on the certification provided by the Administrator pursuant to such clauses in signing a Sarbanes Certification and filing such with the Commission.

The Administrator, on behalf of the Issuer, will not be required to deliver the items in clauses (a)(i), (ii) and (iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Trust Student Loans with respect to such calendar year.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

SALLIE MAE, INC.,

as Administrator

By: ____________________________________

Name:

Title:

SALLIE MAE, INC.,

as Servicer

By: ____________________________________

Name:

Title:

SALLIE MAE, INC.,

as Depositor

By: ____________________________________

Name:

Title:

42

[_________________], not in its individual capacity but solely as the Eligible Lender Trustee

By: ____________________________________

Name:

Title:

SLM STUDENT LOAN TRUST 20[__]-[__],

as Issuer

By: [_________________], not in its individual capacity but solely as Eligible Lender Trustee

By: ____________________________________

Name:

Title:

43

[_________________], not in its individual capacity but solely as Indenture Trustee

By: ____________________________________

Name:

Title:

By: ____________________________________

Name:

Title:

44

ATTACHMENT A

FORM OF ANNUAL CERTIFICATION

The Administration Agreement dated as of [_____], 20[__] (the “Agreement”), among SLM Funding LLC, as Depositor, SLM Student Loan Trust

20[__]-[__], as Issuer, Sallie Mae, Inc., as Servicer, Sallie Mae, Inc., as Administrator, [________________], as Eligible Lender Trustee, and [________________], as Indenture Trustee

I, ________________________________, the _______________________ of Sallie Mae, Inc. (the “Administrator”), certify to the Issuer, and its officers, with the knowledge and intent that they will rely upon this certification, that:

(1)           I have reviewed the servicer compliance statement of the Administrator provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Administrator’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Trust Student Loans by the Administrator during 20[__] that were delivered by the Administrator to the Issuer pursuant to the Agreement (collectively, the “Company Servicing Information”);

(2)           Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

(3)           Based on my knowledge, all of the Company Servicing Information required to be provided by the Administrator under the Agreement has been provided to the Issuer;

(4)           I am responsible for reviewing the activities performed by the Administrator as administrator under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Administrator has fulfilled its obligations under the Agreement in all material respects; and

(5)           The Compliance Statement required to be delivered by the Administrator pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Administrator and/or any Subcontractor pursuant to the Agreement, have been provided to the Issuer.  Any material instances of noncompliance described in such reports have been disclosed to the Issuer.  Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

A-1

Date:                                                                       

By: ____________________________________

Name:

Title:

A-2

ATTACHMENT B

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by Sallie Mae, Inc., as the Administrator, shall address, at a minimum, the criteria identified below (the “Applicable Servicing Criteria”):

Reference	Criteria	Applicability
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.	N/A
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	N/A
1122(d)(1)(iii)	Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the Basic Documents	N/A
	Cash Collection and Administration
1122(d)(2)(i)	Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.	N/A
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.	N/A
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.	N/A
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	N/A
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	N/A
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.	N/A

B-1

Reference	Criteria	Applicability
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.	N/A
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.	N/A
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.	N/A
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	N/A
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.	N/A
1122(d)(4)(ii)	Student loan and related documents are safeguarded as required by the Basic Documents.	N/A
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.	N/A
1122(d)(4)(iv)	Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.	N/A
1122(d)(4)(v)	The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	N/A
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.	N/A
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.	N/A
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	N/A
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.	N/A

B-2

Reference	Criteria	Applicability
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.	N/A
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.	N/A
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	N/A
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.	N/A
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.	N/A
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.	N/A

B-3